Smallville Spider Man 4: Resolve
by Russkafin
Summary: When Lex Luthor is elected president he enacts a master plan to rid the world of superheroes. Now Superman, Spider-Man, and their recently formed Justice League must work together to stop him before it's too late.
1. Chapter One

Smallville/Spider-Man 4: Resolve

CHAPTER ONE

The sign that hung in the door of The Retreat, a greasy spoon on the outskirts of Metropolis, indicated that it was closed for the evening. Inside, however, two dozen men wearing business suits and packing heat sat at the small tables in the dingy dining room, glancing nervously around the room and murmuring to one another in hushed tones.

In the large booth in the back corner sat one Silvio "Silvermane" Manfredi, the geriatric crime boss whose Maggia family had kept a stranglehold on all illegal dealings in New York City since Daredevil sent the Kingpin of Crime to prison several years earlier. Silvermane was joined by Bill Church Junior, the lantern-jawed son of the current head of the Metropolis division of Intergang, a syndicate of underworld criminals that had their hands in everything from drugs, racketeering, prostitution and gambling to kidnapping, extortion, murder and the black-market sale of weapons of mass destruction.

Silvermane's fork scraped against his plate as he pushed a huge hunk of rare porterhouse steak into a mound of mashed potatoes, covering the meat in a glob of gravy. He slowly brought the forkful to his mouth with his gnarled hand as he happened to cast a glance up at the television monitor that hung in the corner above the bar.

"Well, skin me alive and call me luggage," Silvermane wheezed, gesturing to the television with his fork as a blob of mashed potatoes plopped off of it. All the eyes in the room turned to the TV.

A WGBS newscast had just begun. It was a special report covering that evening's presidential election. The returns were still coming in, but billionaire industrialist Lex Luthor was poised to take the election in the biggest landslide since Ronald Reagan.

Church chuckled. "I suppose that's good new for us, eh, Silvio?"

"Suppose it is," the old man replied, biting into the hunk of steak. "Otherwise this little meeting tonight would be rather pointless, now wouldn't it?" He patted a small briefcase that sat on the table between them and the two men grinned knowingly.

There was some commotion near the front door. It opened with the jingling of a bell as two of Silvermane's men ushered in a newcomer. Wearing a long black trench coat over an Armani suit and looking quite unamused was Lex Luthor himself. He sighed with mild annoyance as the two henchmen patted him down, searching for any concealed weapons.

"Now now," Church said, jumping to his feet. "Is that any way to treat the next President of the United States?" He rushed to the door and waved the thugs away. "Come in, Mr. Luthor, please, come in. I apologize for the lack of hospitality."

Lex brushed himself off. "I hope we can make this brief," he said. "I expect I have a victory party to get to shortly."

"Yes, yes, we just heard," Church said, gesturing to the television. "Congratulations, Mister President." He flashed Lex his most charming smile. "Won't you please join us?" Every eye in the room followed Lex and Bill Church Jr. as they made their way back to the table that Church shared with Silvermane.

Once the three men were seated, Lex folded his hands and rested them on the table in front of him, leaning forward expectantly. It was only then that Church noticed that Lex wore a single black glove on his right hand.

Church raised an eyebrow and pointed at the glove. "Still mourning Michael Jackson?" He laughed boisterously at his own joke. Silvermane shot him a disapproving look and he stopped abruptly.

"You have five minutes of my time, gentlemen," Luthor said curtly.

"Oh, I think we'll be having much, much more of your time and attention than that, Mister President," Silvermane replied. He reached over to the briefcase, and his brittle hands slowly unlatched the clasps. He lifted the lid and produced a manila envelope. His hand trembling slightly, with the rigors of age or with excited anticipation it was not clear, he handed the envelope to Lex.

Never breaking eye contact with Silvermane, Lex opened the envelope and slid out the documents inside with a stone-faced expression of disdain. Finally, he looked down at the papers he now held in his hand. He shuffled through them slowly.

"They say you're looking at a landslide victory, Lex," Church said, gesturing once again toward the television monitor. "Now that's damned impressive."

"Indeed," Silvermane nodded in agreement. "I wonder, though, Mr. Church. I wonder if all those voters would be rushing to the polls in droves if they knew they were voting in a mental patient as president?"

Lex continued to flip through the documents. It was his medical records from the time he spent as a patient at Belle Reve Sanitarium, where he'd undergone electroshock therapy after a supposed psychotic breakdown.

Church threw a hand over his mouth in mock astonishment. "Are you... Are you even ALLOWED to be president if you've been in a... well, in an institution?" He looked at Lex, feigning panic. "Lex, do you think they'll still let you be president if this gets out?"

Lex sighed. He placed the files on the table and shoved them back toward Silvermane.

"Oh, you can keep those," Silvermane said. "We have lots and lots and lots of copies." He let out something that sounded like a cross between a laugh and a wheeze.

"What do you want?" Lex asked flatly.

"Intergang and the Manfredi crime family have been butting heads for years, Lex," Church interjected. "Fighting for control of the country's biggest and most powerful cities. However, after a series of pretty intense negotiations, we've come to an understanding. We've decided to join forces. Play nice. Share the sandbox, if you will."

"We have some very powerful men in our pocket, Luthor," Silvermane said. "Cops. Judges. Congressmen. Senators. All turning their heads the other way to allow our existence. But with expansion on the scale that our combined organizations will be able to achieve, we need something much more."

"I believe what Mr. Manfredi is saying here, Lex, is that you're not going to be the people's president," Church said. "You're going to be our president."

"We own you, Luthor." Silvermane grinned fiendishly. "We get federal funding for our enterprises. We get a 'get out of jail free' card for all of our people. We get to –"

Lex stood up and adjusted his coat. "Your five minutes are up. Goodnight, gentlemen."

"I don't think you quite understand the gravity of the situation here, Lex," Silvermane barked, his voice rough and raspy. "If you walk out of this room, we send copies of your Belle Reve records to the Planet, the Bugle, the Star, the Register, the –"

"These extra copies you have of my file," Lex said, straightening his tie. "Where are they right now?"

Silvermane and Church burst into laughter.

"Why the hell would you even think that we'd tell you that?" Church asked, shaking his head in disbelief.

"I just hope they're not the copies that you gave to Hammerhead, your associate with the adamantium-laced flat-top cranium," Lex replied, a slight smile crossing his lips. He tilted his head to the side and stared at Silvermane as the men fell instantly silent. Church's jaw dropped as he looked quickly back and forth between Lex and Silvermane.

"How..." Silvermane rasped. "How exactly would you know that...?"

Lex shrugged. "You know the funny thing about a guy with adamantium grafted to his skull?" he asked. "You don't even need to give him a pair of cement overshoes to send him to the bottom of Metro Harbor."

"Bullshit!" Silvermane yelled, slamming his hand down on the table and sending his fork clattering to the ground. He was fuming mad. "If you really killed Hammerhead, you'll pay dearly for it, Luthor," Silvermane continued. "He was one of my best men. But no matter. We have operatives all over the country. If you think killing one man will stop us..."

"Who said anything about killing just one man?" Lex leaned in over the table. Still staring at Silvermane, but speaking to Church, he added, "Still watching the news, Billy?"

Church spun around to look at the television screen again. The anchors had moved on from the election coverage for the moment and were now giving a breaking news update. Philanthropist Bill Church Senior and his wife Mindy had been found dead in their upstate New York home in what the police were currently calling a horrific murder-suicide.

Church sprang to his feet. "Dad?" he gasped. "What did you do to my dad, you son of a bitch?!"

Lex shoved Church roughly back into his seat. "What the news isn't likely to cover is the death of Bruno Manhiem, although if they do they will likely refer to it as an 'unfortunate hunting accident.' Or of Vincent Edge, 'killed by a drunk driver' earlier this evening." He gave each cause of death in an overly sarcastic tone, the smile on his lips growing wider as he spoke.

"Damn you, Luthor," Silvermane said, his whole body shaking with fury.

"Your Enforcers, Montana, Ox, and Fancy Dan were killed in the crossfire of a drug deal gone wrong. Joey Bermuda died of a brain hemorrhage. Lenny Stoke, heroin overdose. Diana Stride, stabbed by a jealous ex-lover. Lucky Leon, killed in a random mugging in Hobs Bay."

Church, starting to panic for real now, turned and made a frantic gesture to the men seated around the room. Every single one stood up and whipped out a handgun, training it on Lex.

"Your top operatives are dead, gentlemen. All within the last few hours, and all completely untraceable to me. You have aspirations of taking over this country? I have news for you..."

The news returned to coverage of the election. Even though the returns were still coming in, the margin was so wide that they were already declaring Lex Luthor the next President of the United States.

"...I already did."

He turned to walk out, and was greeted by the sound of twenty-four handguns being cocked. He stopped in his tracks and turned back toward Silvermane and Church, though not in reaction the guns that were pointed at his head. Rather, he seemed as though he'd forgotten one more crucial point.

"Did I mention one of the perks of being the president?" he asked.

Church and Silvermane were too dumbfounded to even reply. Instead they merely glanced at each other, then back at Lex.

"I'd like you to meet my secret service detail," Lex finished.

The font door exploded in a hail of gunfire and broken glass. Bullets tore through the well-dressed men gathered around the diner as they whirled around, only far too late. The front window exploded and the door blew in off of its hinges as two men burst into the dining room with a gun in each hand. The one with the shaved head, goatee, and target insignia carved into his forehead was known as Bullseye. The one with the infrared sight attached to his eye and currently sporting a cowboy hat was called Deadshot.

Lex stood completely motionless as bullets whizzed all around him. Silvermane scrambled to the floor, ducking under the table, and Church dove toward the bar and attempted to take cover behind it. The rest of the hired guns returned fire as best the they could, even as they were taken down in red fiery bursts. Blood splattered across the diner and bodies slumped to the floor as Bullseye and Deadshot continued to blast away, taking down man after man in what amounted to some kind of demented competition between them.

"Nine... Ten... Eleven..." Bullseye muttered as he picked off each stooge.

Deadshot criss-crossed his arms and fired again, taking out two more.

"Bloody showoff," Bullseye spat. Then, as if to raise the stakes, he turned around and fired a shot over his shoulder, killing another henchmen.

Deadshot laughed. He leapt up on the bar and bent over, firing the guns between his legs. Two more down.

Lex walked toward Bill Church's hiding spot behind the bar, stepping casually over the bodies of the dead and ignoring the bullets that continued to fly all around him like a swarm of mosquitoes.

Bullseye holstered his guns and grabbed a handful of silverware from one of the nearby tables. With the dexterity of a circus performer, he lobbed knife after knife at the remaining henchmen. The knives embedded themselves in major arteries and the men fell to the ground instantly, twitching and spurting as they did.

Deadshot cackled as he unceremoniously capped the last stooge square in the forehead.

The diner was eerily silent now. Deadshot leapt down off the bar as he and Bullseye grinned wickedly at each other, taking fiendish delight in their grisly handiwork. The only thing that could be heard was a quiet whimpering.

Bill Church had nearly crawled to the back door of the establishment. As his hand reached trembling for the door, Lex turned toward Deadshot and calmly extended his hand, palm face-up. Without so much as a word, Deadshot placed one of his pistols into Lex's hand.

As Bill Church's hand touched the doorknob that represented freedom from this bloody nightmare, he felt the barrel of a gun against his temple. Through his tears, he began to laugh.

"Screw you, Luthor," he spat. "Screw you. You'll never get away with this. You can't take down Intergang. We have people everywhere."

"You really don't get it, do you, Billy?" Lex scoffed. "There is no more Intergang. Not anymore. You don't have people everywhere, you HAD people everywhere. Right now, as we speak, I'm having every single one of your operatives tracked down and killed. And whoever pops up to take their place will be dealt with just as quickly and just as severely. And Church? I did this without the resources of the office of the president at my disposal. I did this on my own. Can you imagine the kind of power I'll wield now that I'm the leader of the free world?"

Church slumped against the door.

"God help us all," Church sputtered.

"Not where you're going," Lex remarked. Then, with a BLAM, he blew a hole in Bill Church's chest. Church managed a brief sputter as he exhaled for the last time, blood gurgling and gulping in his throat. He slumped to the floor, the life slowly exiting his body like a deflating balloon.

As Lex watched Bill Church die, for the briefest of moments, he recalled the time not so long ago that he shot someone point blank like that. Chloe Sullivan. He'd felt a pang of regret at the time. Not so much at committing murder, but at the loss of a woman with so much potential. If only she hadn't gotten in Lex's way.

It was the last time Lex could recall feeling remorse. With the killing of Bill Church Jr., he felt none.

Lex turned his attention now to Silvermane. The old man sat with his back to a wall, a pool of blood around him, having apparently taken a bullet in the crossfire of the shootout.

"I can't feel my legs... Luthor," Silvermane hissed.

Lex pointed the gun at Silvermane, about to shoot him as well. But this time he hesitated. After a moment he crouched down beside him, bringing himself down to Silvermane's eye level.

"You're going to send a message, Silvermane," Lex said matter-of-factly. "To anyone else who even thinks about starting Intergang back up. You're going to tell them what you saw here today. You're going to tell him how the mentally insane President of the United States had them all mowed down one by one."

Silvermane responded by spitting squarely in Lex's face. Lex blinked a few times, then calmly wiped the offensive saliva off of his face with his sleeve.

"You're a sad, pathetic old man, Silvermane," Lex declared. "You have absolutely nothing left." He pointed the gun at Silvermane one last time, as if still debating whether or not to kill him. "Absolutely... nothing."

After a long, lingering minute, Lex rose to his feet. He handed the gun back to Deadshot. "Let's get out of here," Lex said. Bullseye and Deadshot silently followed the next president out the door, leaving Silvermane cursing behind them as he struggled to move his motionless legs.

Outside in the parking lot, a black stretch limousine waited for the three men. A young blond man leaned against the driver's side door, casually chewing on a toothpick. When he saw Lex coming, he moved to the back of the limo and dutifully opened the door for him.

"Mr. Allerdyce," Lex said in greeting. He nodded toward the diner. "Torch the place."

Bullseye gave a surprised chuckle. "Thought you said you wanted Silvermane to send a message?"

"I think the message will be loud and clear," Lex replied, getting into the car.

The young man called Mr. Allerdyce produced a lighter from his pocket. With a quick flick of his wrist, the metal lid flipped back. With a second flick, a huge torrential stream of flame shot across the parking lot, seemingly directed by the young man's very will. The building caught fire and was quickly overtaken by what became a raging inferno in a matter of moments.

Allerdyce snapped the lighter shut and returned it to his pocket as nonchallently as if he'd just lit a cigarette, then made his way back towards the front of the limo.

The limo quickly drove away from the scene, with Lex, Bullseye, and Deadshot in the back. A small television set continued to play news coverage hailing Lex Luthor's record-breaking presidential victory.

"Now that you've won the election, Mr. Luthor, what will be your first act as president?" Bullseye asked in a mock-reporter voice.

Lex leaned toward the television screen with interest as the newscast moved on to a story about Superman stopping a bank robbery earlier that same evening. The graphic superimposed just above the anchor's left shoulder was of the familiar "S" logo that Lex had come to despise. He clenched his black-gloved hand into a tight fist.

"My first order of business, without a doubt," he said through clenched teeth, "will be to do something about this country's glaring illegal alien problem."


	2. Chapter Two

CHAPTER TWO

Spider-Man gasped for breath as his wet mask clung to his face and threatened to suffocate him. The filthy, murky water around him stunk to high heaven and chilled him to the bone, even as smoke and flames filled the air around him. But it wasn't the water or the fire that concerned him right now. It was the limp body of the young blonde girl floating lifelessly just a few yards away from him.

"Chloe?" he choked out. He swam to her, terrified to discover what he already knew was true.

He slid his hands under her arms and hoisted her from the putrid water, her head lolling listlessly to the side. Water gushed from her mouth as it hung open. She didn't gasp or struggle to breathe. She just hung there in his arms like a doll, like a marionette with no one pulling the strings.

He shook her, smacked her face, called her name. "Chloe... Chloe!" Nothing. No response. Not a flutter or flicker of life in her. She was gone, and he knew it before he even got to her. Chloe Sullivan was dead.

Suddenly the whole awful world around him vanished. He was in bed, in his apartment, and Mary Jane Watson was shaking him by the shoulder.

"Peter... wake up."

He gasped, finally taking in the full, clean breath of air that he'd been struggling for in the dream. He blinked and shook his head, shaking off the last remnants of the nightmare.

"Mary Jane," he whispered, almost as if to remind himself of who this redheaded young woman was.

"You were having the dream again, weren't you?" she asked.

"What dream?" Peter asked, trying to play it off.

"Peter," she said. "You were calling out her name."

He sighed and rubbed his eyes with the palms of his hands. Then he slowly sat up, turning away from her as he let his legs slide off the side of the bed. He sat hunched over with his face in his hands, massaging his eyes and forehead.

"It's been two years," Mary Jane said softly, sitting up as well.

"Two and a half," he corrected.

"Okay, two and a half," she said. "And in two and a half years, you've never talked to me about it. Never opened up to me. Not once."

Peter stood up. He stripped off the t-shirt that he'd worn to bed and tossed it into a laundry basket in the corner. He walked toward the closet in his boxer shorts.

"I'm meeting Clark at the Bugle today," Peter said. "That must have been why I had the dream."

"I didn't ask why you had the dream," MJ said. "I was asking why you never talk to me about her. About Chloe."

"You know what happened."

"I know what happened, yes, but I don't know how you're feeling. I can tell it's eating away at you, but you just shrug it off, dismiss it. You put a wall up and close yourself off to me."

"Mary Jane..." He grabbed his backpack off the floor of the closet and stuffed a pair of jeans and a button-down dress shirt inside. "I just... I mean... what do you want me to say?"

"I don't want you to say anything, I just want you to talk to me about what you're thinking and feeling instead of pretending nothing's wrong," she said, her voice revealing a mix of both genuine concern for Peter and a rapidly growing frustration.

"I'm not pretending," he insisted. "Nothing is wrong." It didn't sound convincing in the least.

He slid all the clothes on the rack to the left. At the far end of the closet was a board put up to look like a wall. He pulled it back out of the way, revealing another foot and a half of closet space. It was here that he stored his Spider-Man costumes. He took one down off of its wire hanger.

"I have to get going anyway," he said, casting a half glance at the clock. "I'm meeting Clark at the Daily Bugle at 10:00."

Mary Jane looked at the clock herself. "It's not even 7:30," she replied.

He gave the clock another half glance as he began pulling the costume on. "I know. I just... I just want to do some web-slinging, clear my head a little."

MJ sighed and sank back down in the bed. She wasn't sure what more she could say or do.

"Well, if you don't talk to me, I hope there is someone else that you can talk to," she said finally.

"There is," he said. "His name is Clark Kent. Maybe you've heard of him? I just said I was going to see him like five times."

She looked away from him. "You don't have to be mean," she said, trying hard not to let on that she was about to cry. Peter's quick wit and sarcastic nature were qualities that she'd always found very endearing. Lately though he'd been turning it against her, and that stung. Bad.

He realized he'd crossed a line. "Aw, jeez. Look, MJ, I'm sorry. I don't mean to get so defensive." He sat down on the bed next to her and took her hand. "Look, I know. I get it. I do. But I just don't want to burden you with my problems. I don't want you to worry about me."

"But don't you see that the more you push me away, the more I do worry about you? And you're not burdening me with anything. I want to be there for you. I want you to let me be there for you..." She looked him in the eyes. "I want you to want me to be there for you."

He looked away. He nodded. "I know."

He stood up and grabbed his mask.

"I'll make it up to you," he said, slipping his backpack over his shoulders. "We'll get dinner. That Italian place you like, the one with the bread and the olive oil. And we can get ice cream after."

"...And we can talk?" she asked.

He pulled the mask down over his face as he crouched on the window sill. He slid the window open, letting a gust of the harsh January air billow into the room.

"I have to go," he said, ignoring her question. Then he leapt out into the brisk New York morning, firing a webline from his wrist as he jumped.

As she had done dozens upon dozens of times before, Mary Jane Watson walked silently to the window. She stared after the red-and-blue clad hero who swung swiftly among the buildings.

As she shut the window, she managed a very sad and lonely "Go get 'em, Tiger."


	3. Chapter Three

CHAPTER THREE

Swinging out into a January morning in New York City was a little like a swimmer diving right into an icy-cold pool, Spider-Man thought to himself. It definitely jolted him awake, instantly shoving away any last vestiges of morning grogginess.

Winter in New York. The snow blanketing the city was so beautiful. And that lasted for all of about five minutes. Then the constant stream of traffic, pedestrians, and pollution that ran through the "city that never sleeps" turned the pure white snow into a dark, dirty, slushy sludge that stuck around from December until at least March.

Peter thought about how rude he had been to MJ as he continued to swing through the city. He felt horrible about it. He was pushing her away and he knew it. Still, how could really open up to her about Chloe? How, without admitting that he had feelings for her? That they'd kissed? He had kissed Chloe Sullivan while Mary Jane lay unconscious and bleeding in a hospital bed! How was he supposed to explain that?

How was he supposed to explain that the reason her death hurt so much was because he was pretty sure that he had been falling for Chloe, and even now with her gone he felt a big empty hole in his heart?

Her death hung over his head like a storm cloud. It was an unsolved mystery they'd still never been able to completely piece together. Two and a half years ago there had been a mass breakout at the prison complex housed beneath the SHIELD base known as the Triskelion, a base which also served as the headquarters to the superhero team The Ultimates. During the fight, Electro had tried to feed off the building's massive generator. Black Widow shot Electro in the head, causing a power surge back into the generator that blew up the whole building.

In the aftermath of the explosion, Peter woke up floating in New York Harbor. He came to just in time to see a villain known only as the Hobgoblin drop Chloe's body into the harbor. Peter frantically pulled her out of the water to find her dead with a gunshot wound in her chest.

Why Chloe? What could Hobgoblin have possibly wanted with her? They would never get the information from him. Only minutes later, Harry Osborn killed the Hobgoblin and himself when he detonated a bag of pumpkin bombs at point-blank range.

So much had happened since then. In response to the public outcry SHIELD's enigmatic director, General Nick Fury, stepped down, then went off the grid completely. Captain America disbanded the Ultimates, saying that the heroes would instead work individually to round up any escapees from the prison riot.

Spider-Man swooped down and landed on a gargoyle overlooking one of the city's old churches. He perched there and watched the people below going about their lives.

Peter Parker wasn't the only person affected by Chloe Sullivan's death. Clark Kent had finally found his true calling, inspired by the faith that his late friend had always had in him. Donning a costume and cape of his own, he became the iconic hero known to the world as Superman. And though the public had lost a lot of trust in heroes since the Triskelion incident, they seemed to inherently look up to and respect Superman. Maybe they could sense the innate goodness in him. He seemed incorruptible. He seemed to stand for truth, justice, and mom's apple pie.

It was Clark who had even convinced Captain America that being part of a team wasn't such a bad idea. That maybe there was still some merit in working together. That they could still accomplish more if they all worked together as a group... as a League...

And it was Clark that Peter would be meeting at the Bugle in a couple hours. They had let Chloe's death go unsolved and unavenged for too long. They vowed to finally solve the cold case of her murder. But with no evidence to go on and Hobgoblin dead, they had been struggling to find any leads. So when Clark called Peter and asked to meet, he knew something had to be up. Clark must have found something. Peter hoped so, at least. He knew he couldn't bring Chloe back. But maybe at least he could bring her justice.

Like most papers, the Sunday edition of the Daily Bugle was the biggest of the week. Since it was actually printed on Saturday evening to go out the next morning, by 10 a.m. on a Sunday the offices were the quietest they'd be all week. Clark and Peter knew they would have no trouble finding a vacant conference room at that hour.

At 10:05, Clark stumbled into the conference room where Peter was already waiting. Clark nervously adjusted his glasses, straightened his tie and fumbled with a stack of file folders as he entered.

Peter, now wearing the jeans and dress shirt that he'd packed over his costume, stood up to greet his friend. "You can drop the bumbling mild-mannered act, buddy," he said with a laugh. "It's just you and me. There's no one in the building except interns answering phones until at least after lunch."

"Right," Clark said, as the door clicked closed behind him. He stood up straight and took on his naturally confident demeanor. "Just trying to stay 'in character' as much as possible. Sorry I'm late, the traffic coming into the city is crazy."

"You drove here?" Peter was surprised.

"No, the air traffic I mean," Clark said. "Between Newark, LaGuardia, and JFK, I feel like I'm dodging planes left and right on my way in!"

Peter chuckled. "Yeah, yeah, I get it. Next thing you'll be telling me you flew all the way from Metroplois, and boy are your arms tired!"

Clark smiled and put a hand on Peter's shoulder. "It's good to see you, Pete. It's been too long."

Peter gave Clark a playful punch on the arm. "Likewise, big guy. I can't remember the last time we got together... well, as Clark Kent and Peter Parker at least."

Clark nodded. "That's right. It seems like whenever I see you lately, at least one of us is wearing tights."

Peter backed away and held his hands up. "That's wrong on so many levels that even I'm not gonna go there," he said with a laugh. He knew what Clark meant though. They had worked together several times in the last year or so, but as their alter-egos, Superman and Spider-Man, and usually with other members of the Justice League involved as well. Pete nodded his head toward the folders that Clark was carrying. "So what've you got?"

They sat down across from one another at the conference table. Clark started flipping through his notes.

"Okay," he said. "So the last time that we saw Chloe..." He trailed off. He had been about to say, "the last time that we saw Chloe alive," but he could not bring himself to complete that sentence. He cleared his throat. "The last time that we saw Chloe," he repeated, "she was on her way to Gotham City to investigate a connection between OSCORP and Wayne Enterprises."

Peter nodded. "I remember. We were looking for leads on Harry Osborn's kidnapping. Bruce Wayne bought out OSCORP when Norman Osborn died."

"Right," Clark confirmed. "So get this. There's a ledger of everything that Wayne Enterprises acquired from the buyout. Business equipment, inventory, patents... most of it pretty standard. And then there's this."

He slid a printout over to Peter. It looked all too familiar. It was the blueprint to the glider and armor that Osborn had created, eventually used by the Green Goblin.

"So this confirms it," Peter said. "Wayne did have access to the goblin technology."

"And not just the blueprints," Clark said. He rifled through the stack of documents some more. "This was just listed as 'miscellaneous scrap' on the manifest. But I think it might look familiar to you." He now passed Peter a xeroxed copy of a photograph. The reproduction was poor and it was hard to make out the details, but Peter did indeed recognize it almost immediately. It was the broken remains of the glider that Harry Osborn had used when he first took over his father's legacy as the Green Goblin.

"If Wayne had the blueprints and the remains of the original glider, it wouldn't have been hard for him to recreate them," Peter said.

Clark nodded. "What's even more interesting is what happened to this stuff after the acquisition," he continued. "The blueprints and the 'miscellaneous scrap' were catalogued into the applied sciences division of Wayne Enterprises. Shortly afterward, that division was closed down. And yet, Wayne continued to funnel millions of dollars into applied sciences over the next three years, all going towards unspecified research and development projects."

"Millions of dollars into a division that was supposedly closed?" Peter smirked.

Clark leaned back in his chair. "It's not exactly... what was it Chloe used to say? A 'smoking gun'? But it looks incriminating to me."

"So Wayne is our target," Peter said. "How soon do we head to Gotham?"

"We may not have to," Clark said. "Every year Bruce Wayne brings a group of orphaned kids to New York City for an all-expenses paid shopping spree at FAO Schwarz. It's coming up in just a few weeks."

"Oh, awesome, so we nab him in front of a bunch of orphans!" Peter remarked.

"We don't 'nab' him," Clark said with a chuckle. "The press covers this thing like crazy. We'll just be two reporters in the mix. We ask him some questions, see how he reacts."

"Like what? 'Did you kill Chloe Sullivan'?"

"We ask him about OSCORP, about the glider, if he has any knowledge of what happened to it," Clark said. "I'm a pretty good judge of when people are lying, I can hear the change in their heart rate."

Peter shook his head. "I say we go to Gotham right now, drag him out of his plush little mansion and beat the truth out of him."

Clark was visibly caught off guard by the sudden violent comment.

Peter waved a hand in the air. "Not really," he admitted with a sigh. "I know we can't do that. I just... if this guy really did have Chloe killed..."

Clark stood up. "I know. But we have to be sure, Pete. We're not dragging anyone out of any mansions based on circumstantial evidence."

Peter gave a half-hearted smile. He gathered up some of the papers and passed them back to Clark. "How did you find all this stuff, anyway?" he asked.

"I like to think I picked up a few tricks from Chloe over the years," he said proudly. Then, a little sheepishly, he added, "Although it did take me months to do what she would've done in minutes."

Suddenly they heard a booming voice that seemed to come from all around them.

"Good morning, gentlemen. I am sorry to disturb you."

Peter looked around wildly. "Where is that coming from?" he asked. "There's no PA system in here?"

"Relax," Clark said, holding up a hand. "It's J'onn."

Peter sighed again. No matter how many times he experienced it, he didn't think he'd ever get used to it. J'onn J'onzz, the League's resident telepath, occasionally used his mental abilities to "speak" directly into their minds. They were not actually "hearing" his voice as all, except in their heads.

"What is it, J'onn?" Clark said aloud.

"The League is requesting your presence at a special meeting immediately," came the telepathic reply.

"This isn't a good time," Clark responded. "We're a little busy right now, and – "

"That is what you have been saying for weeks now, Kal-El," J'onn interrupted him. "The patience of the rest of the League grows weary. You know what it is that we wish to discuss. Why do you continue to avoid it?"

Clark went stone-faced. "I'm not avoiding anything, J'onn."

"Then come," J'onn insisted. "Now. The rest of the League has already gathered."

Clark and Peter looked at each other in surprise.

"Everyone is there now?" Clark asked.

"Everyone except for Superman and Spider-Man," J'onn replied.

Now it was Clark's turn to sigh.

"We'll be right there," he said finally.

They could both sense J'onn break the connection with their minds.

"I really hate it when he does that," Peter said. "What do you think they want to talk about?"

"Oh, trust me, Peter," Clark said. "I know exactly what this is about."

The Justice League's headquarters was right in the middle of New York Harbor, although no one could see it. Several years ago, while possessed by a being of Kryptonian artificial intelligence known as the Eradicator, Clark had created a second Fortress of Solitude around the Statue of Liberty. The people of New York believed that it had been destroyed, but that was not the case. In fact, highly advanced holographic projectors created by SHIELD now hid the fortress from view, displaying an image of the unobstructed statue. Because the statue had been closed to tourists after a terrorist attack by the mutant extremist Magneto years before, the deception had stood unquestioned so far.

Clark and Peter, now wearing their trademark costumes as Superman and Spider-Man, walked through the majestic crystalline halls of the New York fortress. The sun reflected off the walls in a dazzling display of light that lit up the fortress like some kind of mythical sun palace.

In the center of the main chamber was a large round table. Each of the twelve members of the Justice League had their own chair with their name engraved on the back. They were all seated around the table now, with the only two vacant chairs being the ones that belonged to Superman and Spider-Man.

As the two heroes entered, Green Arrow stood up to greet them. "I suppose you're wondering why we called you here," he said. His voice was gruff, his larynx still scarred from an injury at the hands of Bullseye during the Triskelion incident.

"Not really," Superman said.

"I know," Green Arrow said with a smirk. "I've just always wanted to say that."

J'onn J'onzz stood up as well. Though he'd spent many years masquerading as a human, in front of the other members of the League he was comfortable to appear in his true Martian form.

"In twenty four hours, Lex Luthor will be inaugurated as President of the United States," J'onn said, matter-of-factly. "The League would like to know what you intend to do about it."


	4. Chapter Four

CHAPTER FOUR

Superman stood in front of the assembled men and women who made up the team known as the Justice League. He folded his arms across his chest. He'd known this confrontation was coming for some time.

"The American people have voted," Superman said in reply to J'onn. "They have elected Lex Luthor as the next President of the United States, whether we agree with that decision or not."

"The American people don't have the information that we have," Green Arrow said. "We know who Lex is and what he's capable of. We can't let that man become the leader of the free world."

"What would you have me do?" Superman cast a quick glance at Spider-Man. "Drag Lex out of his mansion and beat him?" Spider-Man quietly took a seat at the table and slumped down in his char, embarrassed at the reference to his earlier outburst.

Superman slowly walked around the table, looking at each member of the League. The Thymescerian warrior princess known as Wonder Woman. Thor, the Asgardian god of thunder. Captain America, the WWII super soldier. The super-sonic screaming siren Black Canary. Green Lantern, a space cop who wields of one of the most powerful weapons in the universe on his finger. The Flash, formerly known as Impulse, the fastest man alive. Storm, the mutant mistress of the elements. Beast, whose blue fur and bestial appearance belie the intellect of a genius. And, of course, Green Arrow, J'onn, and Spider-Man. He wanted them all to think carefully about what they were suggesting.

"Lex has always been extremely careful in all of his criminal activity," Superman continued. "He keeps his hands clean. We have no proof, nothing we can show to the world to connect him to anything illegal."

"We can't lake him take office," Black Canary insisted. "Even if we have to take him into custody ourselves."

"Think about what you're saying," Superman said. "The public is already leery of us. They don't fully trust us. Now we come in and essentially abduct the man they've just elected president? We'd be confirming their worst fears."

Captain America stood up. "Superman is right," he said. "We have to follow the will of the people. If they elected Lex Luthor president, we have to go along with it whether we like it or not."

"Blindly following whoever is in power, no matter who it is?" Green Arrow said, thumbing the point of one of his arrows. "Hmmm… how did that work out for Germany in the 1940s?"

Cap scowled. "How dare you…!"

"Enough," Superman said, stepping in between Cap and Green Arrow. "We are not going to turn on each other." He wasn't yelling. He wasn't condescending or reprimanding. He just stated it as a simple fact. That cool, calm authority that he presented was why the League looked to Superman as their leader, even though they were all officially equal members of the team.

"I am new to man's world, so maybe I do not understand," Wonder Woman said. "On Thymescera, our laws are governed by those who will do what is best for all people. Is that not so here?"

"Unfortunately that is not always the case, Wonder Woman," Superman replied.

"My brother Loki once took the throne in Asgard," Thor said. "I cannot imagine the horrors he would have wrought were he allowed to stay in power."

"It was Thomas Paine who said, 'It is the responsibility of the patriot to protect his country from its government,'" Beast declared.

"When I am faced with a difficult decision, I ask myself what Charles Xavier would have done," Storm offered. "Mutants have encountered political leaders who did not have our best interests in mind many times. However, the professor would never have suggested that we find a way to take them out."

"Lex once locked me in an electrified cell and made me nearly run myself to death," Flash recalled. "Forgive me if I'm not too keen on having that guy as our next president."

"Let's put it to a vote," Green Lantern suggested, leaning back in his chair. "See who is in favor of letting our follicly-challenged president elect take office… and who is in favor of stopping that from happening by any means necessary."

"Fine," Superman consented. "We take a vote. But keep in mind before we do… if we do what is being suggested here, we will become the criminals in the eyes of the world."

"Mark my words," Green Arrow said. "If Lex becomes the president, we'll all be branded criminals soon enough."

J'onn stepped to the front of the table. "Thank you, Superman," he said, sincerely. It seemed weird to Spider-Man to hear everyone calling Clark "Superman," considering many of the people here knew him as Clark Kent long before he ever donned the cape. However, since it was League policy that no one was required to reveal their true identity unless they wanted to, they always referred to each other by their superhero names during meetings.

"Very well," J'onn said. "It is time to vote."

Spider-Man raised his hand.

J'onn sighed. "Yes, Spider-Man?"

"Can you use your shape-shifting powers to turn into Jeff Probst when you say that?"

J'onn shook his head in disgust. Green Lantern and Flash snickered. The rest of the heroes just looked annoyed.

"Who is Jeff Probst?" Captain America asked.

J'onn waived a hand dismissively. "If no one else has any other comments… then we will proceed." He closed his eyes and brought his folded hands to his lips. He almost looked as if he were praying. To preserve the anonymity of each member's vote, J'onn read their votes telepathically.

After a minute or so had passed, J'onn opened his eyes. "The vote is seven to five in favor of Superman. The League shall not intervene in the inauguration of Lex Luthor as President of the United States."

"Great," Green Arrow said, angrily. "So we just sit around and do nothing while that bastard takes office."

"No," Superman replied. "We wait. We watch. We bide our time. Sooner or later Lex will try something, and we will catch him in the act. We need undeniable proof that we can present to the world to show them once and for all that Lex is a criminal. We just don't have that yet." He turned to face the rest of the League. "I know it's hard. I'm not crazy about it either. I wish there were more we could do right now. But we are not above the law. For now, we wait."

"Thank you, Superman," J'onn said again. "If no one has any further business at this time, I move to adjourn this meeting of the Justice League."

There were mumbles and grumbles from a few members of the League, but no one spoke up.

"Very well then. Meeting adjourned," J'onn said.

Everyone stood up to leave. Superman turned to walk back down the main hall, but J'onn stopped him and took him aside.

"Actually, Superman, if you have a moment…?"

Superman smiled. "The meeting is over, old friend. Call me Kal. Or Clark. Whichever you'd prefer."

"Of course, Kal-El. There is someone here who would like to see you."

"Oh?"

J'onn led Superman into one of the many offshoots of the main chamber of the fortress. In one of the rooms stood a man wearing blue jeans and a button-down flannel shirt with a brown duffel bag slung over one shoulder. He was studying the crystalline architecture with such interest that he barely noticed J'onn and Superman enter. Superman recognized the man immediately as Dr. Bruce Banner.

"Doctor Banner!" Superman exclaimed. "What a surprise."

Banner looked up from the crystal console he'd been admiring. "Hello! Um. Superman, right?"

Superman extended a hand to the doctor. "You can call me Clark," he said warmly. Dr. Banner accepted the handshake. The two had met before, when Clark and Peter were temporarily members of the Ultimates. "What can I do for you, Doctor?"

"I have something," Banner replied. "I think it belongs to you." He reached into his duffel bag and pulled out a foot-long metal cylinder. Etched into the side of the cylinder was a series of symbols. Kryptonian symbols. Superman recognized the artifact immediately.

"Where did you get that?" Superman asked.

"Well… it's not the easiest thing in the world to explain," Dr. Banner said hesitantly. "And I'm not sure I really understand it. One minute I was in my holding cell at the Triskelion. Then there was this strange kind of energy in the cell with me. The next thing I knew, I was waking up somewhere I'd never been before. I heard voices talking to me, but there was no one there. In my hand was this cylinder." He looked around the fortress. "And the weirdest thing? The place where I woke up… the strange place with the voices talking to me… I think I was here. Wherever this is. I think I've been here before."

Superman nodded with understanding. "Not here. Not exactly. There is another fortress, much like this one, but it's…" He trailed off. He was about to say "in the Arctic," but he stopped himself. It wasn't that he didn't trust Dr. Banner. But something inside him made him feel as if the fewer people who knew about the existence of his other fortress, the better. Too many people knew about this one already. "…It's somewhere else," he finally finished. "And I think I know what happened, Dr. Banner."

Superman managed to fill in the gaps in Dr. Banner's memory. The relic he was holding was a Kryptonian device called The Eradicator. It housed an artificial intelligence devoted to preserving all things Kryptonian. That artificial being was the energy force that had invaded Dr. Banner's cell and actually possessed him, causing him to transform into the raging behemoth known as the Incredible Hulk. The Eradicator-fueled Hulk had nearly killed Clark, Spider-Man, and the Ultimates before Clark finally put him down using Thor's hammer. The Hulk, with the Eradicator controlling him, had fled, apparently to Clark's arctic fortress. When the Eradicator left the Hulk's body he must have reverted back to his human form, and that was when Banner heard the voices. Superman could only assume the voices were that of the Eradicator itself and of his Kryptonian father, Jor-El, the disembodied presence that existed now only in the halls of that fortress.

"And then I found myself in a cave, in a town called Smallville, in Kansas," Dr. Banner continued. "As if I'd been transported there. The only proof that any of it ever really happened was this cylinder." He handed the artifact to Superman. "I've spent years trying to decipher the markings on it. I even showed it to a friend of mine who has a background in symbology. He'd never seen anything like it. At least, not until recently."

Superman raised an eyebrow. Dr. Banner pointed to one of the symbols on the cylinder. It was Superman's Kryptonian family crest. The symbol for "Air." The symbol that he now wore on his chest, the S-shield that had become synonymous with the name "Superman."

"When you first appeared wearing that emblem on your chest," Dr. Banner said, "that was the first moment that this all started to make the slightest bit of sense."

Superman smiled. "Well, I can finally satisfy your curiosity, Doctor. The inscription says, 'This is The Eradicator, the creation of Jor-El. Its purpose is to preserve the glory of Krypton.' Except the Eradicator isn't in here anymore. This cylinder was only a shell… a container, I guess you could say. The actual energy being itself is in back in that other fortress I suppose. And it's just as well. That thing would have taken over the world if we hadn't stopped it."

Banner nodded. "Well, either way, you should have it back. It belongs to you, and I'm glad I could finally return it."

"Thank you," Superman said. "And I know exactly what I'm going to do with it."

Just then, they heard Spider-Man's voice approaching. "Yoo-hoo… Superman? You didn't leave without me, did you? I was hoping I could hitch a ride back to the Daily Buge – oh!" He stopped himself as he rounded the corner and saw Superman, J'onn, and Dr. Banner. "Sorry! I didn't mean to interrupt. I'll just be over here, by the giant crystals. Oh, wait, that's not very helpful, because those are everywhere. Just come find me when you're done I guess." He tilted his head to the side as he recognized Dr. Banner. "Say, isn't that the guy who turns into a giant monster when he gets mad? Because I kind of remember him nearly smashing us all to death. Are we sure he's a good guy to keep around here? No offense, Doctor."

"None taken," Dr. Banner replied, although his quiet mumble indicated otherwise.

"Actually, Spider-Man, I have been helping Dr. Banner keep his condition under control these last few months," J'onn replied. "Since his transformation is triggered by anger, I am able to telepathically soothe the rage center of his brain."

"Ohhh…" Spider-Man said. "That sounds kind of awesome-slash-creepy."

J'onn furrowed his brow.

"Have you ever taken a cough suppressant with codeine in it?" Dr. Banner asked.

"I think so," Spider-Man replied.

"Codeine inhibits the receptor in the cough center of the medulla oblongata, suppressing signals from the brain that trigger the cough reflex," Dr. Banner explained. "Think of what J'onn is doing as a 'Hulk suppressant.' He's inhibiting the part of my brain that allows me to become angry enough to turn into the Hulk."

"That's… actually pretty brilliant," Spider-Man admitted.

"Thank you," J'onn replied. "It was my idea."

"I'm impressed," Spider-Man said. "I guess you green guys have to stick together, huh?"

J'onn turned to Superman with a look that seemed to say "can you please get him out of here?"

"Come on," Superman said, putting his arm around Spider-Man and leading him out of the room. "We should be going." Then, looking down at the cylinder in his hand, he added, "I just need to make one quick stop first."


	5. Chapter Five

CHAPTER FIVE

On the side of the fortress facing the island of Manhattan there was a small precipice that served as a kind of balcony. Dr. Lawrence Garner stood gazing out at the city, lost somewhere in his own thoughts. He had a blanket wrapped around his shoulders, trying to keep warm despite the frigid air that whipped across the waters of the harbor.

Superman and Spider-Man quietly approached Dr. Garner. "Doctor?" Superman said gently, careful not to startle him.

"Hmmm?" he replied absently, not turning around or even breaking his stare.

"Doctor Garner, it's me," Superman said. "Clark. Kal-El."

Something resembling a smile twitched at the corners of Dr. Garner's mouth for a brief moment, then faded away. "Hello," he finally said after a long pause.

"I have something for you," Superman said.

Dr. Garner closed his eyes, as if he needed to break some kind of visual trance before he would be able to turn around. Then, carefully and with great effort, he turned toward Superman. Dr. Garner appeared weak and frail. The wrinkles under his eyes and patches of gray in his hair suggested a man decades older than he actually was.

Garner had also been possessed by the Eradicator, acting as its first vessel when it emerged from the cylinder. While possessing Garner's body the Eradicator had downloaded the entire contents of the SHIELD database, containing files on every known mutant, metahuman, superhero, and supervillain in the world. After the Eradicator left his body, Nick Fury had subjected Garner to his own memory regression experiments in an attempt to access the Eradicator's knowledge. The experiments worked, unlocking an amount of information in Garner's mind that the human brain was never meant to hold. It had left him a broken man, his body and mind pushed to the breaking point by all he had been through.

Dr. Garner opened his eyes. "Hello," he said again. "Hello, Kal-El."

"Hello, Doctor," Superman replied. He held out the cylinder. "I know you've been through a lot these last few years. This artifact was just returned to me. I thought… well, I thought you ought to have it."

Dr. Garner slowly reached out his hand. He took the cylinder from Superman and held it up to the light. He watched the way the sunlight reflected off the metallic surface with a kind of fascination.

"I know the Eradicator isn't a part of you anymore," Superman continued. "But in a way, I thought it seemed fitting."

"Thank you," Garner replied. "And he is still a part of me. Well, sort of." He winced as one of his constant headaches began to flare up again. "He's not really in there anymore, but it's like I have a recording of him… playing at full blast… right inside my head at all times." He closed his eyes again. He quietly clutched the cylinder to his chest. "It's like a rock concert of information… and the speakers are right behind my eyes. So much information that it hurts."

Spider-Man spoke up now, thinking of the conversation they'd just had with J'onn and Dr. Banner. "Hey… maybe J'onn could help! I bet he could do something."

"He offered," Garner replied. "I said no."

"Um… what?" Spider-Man was surprised. "Why?"

"J'onn said that he could go in and remove some of the 'information overload' in my mind," Garner said, his eyes still closed. He pressed his fingers into his sinuses and massaged them. "However… he said the Eradicator's memories had become so intertwined with my own that there was no way to distinguish them. He couldn't cut out the Eradicator's memories without possibly cutting out some of mine."

Dr. Garner sat down on a block of crystal that formed a small ledge near the base of the "balcony."

"I told him I didn't want to risk it," Garner continued. "The memories of my old life are all I have left. Sledding with my little brother in the winters in Eau Claire. My mother making cinnamon rolls every Sunday morning. The smell of my father's aftershave. My first kiss with Stacy, my high school crush, behind the Chinese restaurant after our first date. If I lost even one of these memories…" He opened his eyes and looked down at his own frail body. "They're the only thing keeping me sane. They're my lifejacket in a sea of information that's trying to drown me."

"Doctor, I'm so sorry," Superman said. He looked at the cylinder in Garner's hands. "Maybe I shouldn't have… I didn't realize… maybe you don't need a reminder of something that's brought you so much pain."

"No," Garner said, shaking his head. "I want to have it." He clutched it tighter to his chest. "It belongs with me. If it belongs anywhere, it's with me."

Superman nodded. "I understand. Doctor, is there anything at all I can do for you?"

"Not unless you've got a bottle of super-tylenol somewhere," he said. He managed another small smile. "Heh. That was a joke."

Superman knelt down beside Dr. Garner and put a hand on his shoulder. "I will find a way to help you, Dr. Garner. I promise."

Dr. Garner nodded. "I know you will." He closed his eyes again. He appeared to fall asleep. That, or go into some kind of meditative state. Superman and Spider-Man looked at each other, then quietly left the doctor in whatever peace he could find.

They walked down the crystalline hall in silence for a moment. Spider-Man realized they were walking in the opposite direction of the Justice League conference room, into an area of the fortress he'd never been before.

"Where are we going?" he finally spoke up.

"I'm going home to Smallville for a few days," Superman said. "I need to think. All this… Lex becoming president and everything… I know we made the right decision here today, but it won't last. Something will have to be done eventually. I just don't know what it is. I need a few days on the farm to clear my head. Would you like to come with me?"

"Sure," Spider-Man said. "I could use a few days away from the city myself."

They came to a crossroads deep within the fortress.

"The fortress has the ability to transport us," Superman said. "This way takes me instantly to my fortress in the Arctic," he explained, pointing down one corridor. Then he pointed down the other. "This one will take us to the Kawache caves beneath Smallville."

"Okay, that's totally unfair," Spider-Man said. "You can FLY… AND you have a teleporter, too?! I have to get around the city by swinging on webs that come out of my hands!"

Superman just stared at Spider-Man.

"Do you want to come, or not?" he asked.

"Yes," Spider-Man said quickly.

"Then let's go."

The two heroes walked down the corridor side by side. After a few more steps, a bright light engulfed them, and they were gone.


	6. Chapter Six

CHAPTER SIX

Clark Kent and Peter Parker sat on the old couch in the Kent living room in Smallville, Kansas. They watched the coverage on WGBS leading up to the inauguration of the next President of the United States, one Mr. Lex Luthor.

The special that was on now covered Lex's rise to glory in the months leading up to the election, including his return from obscurity after disappearing on an expedition to the Arctic, his partnership with Tony Stark, and the debut of the nation's premier peacekeeping force known as the Iron Avengers.

Lex Luthor and Tony Stark had created the Iron Avengers to take the place of the Ultimates after they disbanded. A high-tech nationwide police force made up of soldiers wearing armor that was a hybrid of Stark's Iron Man armor and a battlesuit that Lex had acquired some years earlier. However, on the day they debuted their super team, tragedy struck. A terrorist from the sovereign nation of Latveria had infiltrated the Iron Avengers and allowed a missile to strike a plane full of passengers.

That one event should have meant an instant end to the Iron Avenger initiative. Instead, a day that could have gone down in infamy went down in history instead. That was the day that Superman first revealed himself to the world. Clark, in his now famous red and blue costume and cape, took flight and actually caught the crashing aircraft, bringing it in for a safe landing. Lex's PR people spun the event as not an epic failure of the Iron Avenger program, but the day that Superman and the Iron Avengers together stopped what could have been a national tragedy. Add to that the aggressive merchandising campaign surrounding the Iron Avengers – action figures, t-shirts, lunch boxes, a Saturday morning cartoon show, and there was even talk of a Broadway musical – and Lex and Stark's armor-clad super team kept on shining in the public eye.

It didn't stop there. Lex-Stark International, a new conglomeration of the two men's companies, emerged to become the leader in cutting edge technology, paving the way in everything from space exploration to energy-efficient automobiles. The company and its various divisions created thousands of jobs seemingly overnight, getting America out of a recession and marking the fastest bust-to-boom economic turnaround in history. The corporate headquarters of Lex-Stark International in New York City was built where the old OSCORP building had once stood: a huge tower with an "LS" logo lit up for all the world to see.

That wasn't the only new structure that Mr. Luthor and Mr. Stark created. The destruction of the Triskelion and the prison housed beneath it posed a difficult problem. There was no prison on earth capable of housing the world's most dangerous super-criminals. What jail could possibly handle the likes of the Abomination, a monster with strength to rival the Hulk's? Or Carnage, the symbiote that bonded with a serial killer and had an unquenchable appetite for cold-blooded murder?

Lex and Stark, together with the Fantastic Four's Reed Richards, unveiled their most ambitious and awe-inspiring plan yet. A prison that existed in a state of limbo. At any given moment, the prison was 50% materialized in our world and 50% materialized in the Negative Zone, a universe of antimatter that Richards had discovered. Because the prison did not fully exist in our world, even if a criminal managed to escape its walls, they would not be able to re-enter our world and harm anyone.

Not that escaping it would be any easy feat, either. There were specially designed cells for each inmate, meant to negate their powers and abilities. Mr. Freeze can't leave his sub-zero cell without triggering incandescent heat lamps that would literally roast him alive. The Absorbing Man is kept in a zero-gravity stasis field that prevents him from touching anything. The aforementioned Abomination is constantly pumped with enough tranquilizers to sedate a pack of wild elephants.

Between the Iron Avengers initiative, Lex-Stark International, and the N-Zone prison, Lex was being hailed as a hero the world over. When he announced his bid for president, there was little doubt in anyone's mind that he would win. When he announced that he planned to make Tony Stark his Secretary of Defense, he became an absolute shoo-in.

Tony Stark. Clark couldn't help think about when he and Oliver had asked him to join their newly-formed Justice League. Stark had flat-out refused, insisting that his days of suiting up as Iron Man were over. "None of us are getting any younger," Stark had said. "I don't need to play cowboy anymore. I can do far more good behind the scenes, brainstorming new projects like the N-Zone prison and the Iron Avengers." They'd tried to persuade him, but Stark's mind was made up. He had been polite, but firm. He had no interest in joining the League.

Clark's mind snapped back to the present day when Lois walked in carrying a bowl of freshly-popped popcorn. "Nothing like a little popcorn to go with a horror movie, right guys?" she quipped. She frowned at the image of Lex grinning from ear to ear on the TV screen. "Bastard," she muttered.

"You have to admit, Lois," Clark said, leaning forward. "Lex actually has done a lot of good lately."

"And Hitler did a lot of good for Germany in the beginning, too, Clark. Look how that turned out," Lois said, setting the popcorn bowl down on the coffee table.

"You're the second person to compare Lex to Hitler in the last 24 hours," Clark noted, thinking of Green Arrow's remark to Captain America.

"Lex is pure evil. You know it. I know it. Hell, even Shelby knows it!" she said, gesturing to the golden retriever lying at the foot of the sofa.

Peter grabbed a handful of popcorn and looked back at the TV. The inauguration ceremony had started now, and Lex Luthor was about to be sworn in as president. Lex raised his right hand and placed the other on the Holy Bible.

"And what's with the one-glove thing?" Lois asked. "Even his fashion sense is criminal."

"He started wearing that a few months ago," Clark said. "No idea what the significance is."

"Didn't he used to wear a kryptonite ring on that hand?" Lois asked.

Clark nodded. "After I first became Superman, Lex started wearing a kryptonite ring 24-7 so I couldn't get near him. You're right, he wore it on that hand."

Lex repeated the oath after the Chief Justice. "I, Alexander Joseph Luthor, do solemnly swear that I will faithfully execute the office of President of the United States..."

"Did you know his name was Alexander?" Lois asked.

"Yes," Clark replied.

"Why does he go by Lex?" she asked.

"I don't know. His parents' names were Lionel and Lillian. Maybe they had a thing for double L initials," Clark said.

"And you don't?" Lois elbowed him.

"...and will, to the best of my ability, preserve, protect, and defend the Constitution of the United States, so help me God," Lex concluded the oath.

"Ugh, gag me with a spoon," Lois said. "I just lost my appetite." She pushed the bowl of popcorn away from her in disgust. She looked at Peter, then at Clark. "Your friend doesn't talk much, does he?" she asked, nodding at Peter.

"Are you kidding?" Clark replied. "Normally I can't shut the guy up!" Clark smiled at Peter to let him know he was just teasing. "Everything okay, buddy?"

Peter managed a half-smile. "Yeah, just a little distracted I guess." The truth was he'd barely been paying attention. All he could think about was how he'd left things with Mary Jane. "I didn't exactly tell MJ I was coming here. I probably should have."

"Ya think?" Lois said.

"Lois..." Clark shot her a glare that let her know she needed to take it down a notch. He'd known Peter Parker long enough to tell when something was wrong. He turned back to Peter. "There's a phone in the kitchen, Pete. Why don't you give her a call?"

"Thanks," Peter said. "I think I'll do that."

A moment later, Peter was dialing Mary Jane's number on the kitchen phone. It rang a few times, then went to voicemail.

"Hey, it's MJ! Leave a message!"

Peter hung up without even waiting for the beep. He sighed.

Then something occurred to him. Something about the outgoing voicemail message. Something was weird about it.

He called again. A few rings. Then, "Hey, it's MJ! Leave a message!"

It took him a moment to realize why it didn't sound right. But then he figured it out.

The last time Mary Jane upgraded her cell phone, she'd recorded a new outgoing voicemail message. Peter had been there with her when she did it. And, on a random impulse, he started tickling her the second she tried to talk. The result was a message with MJ laughing hysterically as she barely managed to spit out the words "Leave a message at the beep!" Then, at the tail end, Peter could be heard saying "I dare you to keep that!"

She'd kept it. It was silly. It was happy. It was adorable.

It was Peter Parker and Mary Jane Watson at their happiest.

Peter wondered when she'd decided to change it.


	7. Chapter Seven

CHAPTER SEVEN

Weeks later. The Baxter Building, home of the famed Fantastic Four.

Reed Richards was in his lab, studying a group of monitors with considerable intensity. Working with expert precision, he adjusted a series of dials and switches on the control panel in front of him. He watched the results on the monitor screens. He shook his head, not liking what he saw. He reached his arm out, stretching like elastic, and adjusted some more settings on a panel at the opposite end of the room. He continued to stare at the data on the screens in front of him, frowning with disapproval. His arm snapped back to him like a rubber band. He stroked his chin thoughtfully.

The door to the lab opened and his wife, the stunningly beautiful blonde Susan Storm-Richards, walked in carrying a tray of food.

"Reed, I know pulling an all-nighter in your lab is nothing new for you, darling," she said. "But it's been a long time since you pulled an all-day, all-night, all-day-er like this. I'm absolutely imploring you to eat something."

"Hm. Thank you, Susan," Reed said. He barely glanced over as she set the tray down beside him. A turkey club sandwich, an apple, a bowl of chicken soup, two chocolate chip cookies, and a glass of milk. He absently picked up the sandwich, took a bite, then set it back down. He continued to stare at the monitor screens. If he intended to eat any more of the lunch, he made no indication.

Sue sighed. She walked up behind Reed and placed her hands on his shoulders. "Is everything okay?"

"Not really, no," he said. He continued to fine-tune the control panel in front of him. "It's the N-Zone prison. These readings aren't making sense."

"What's going on?"

Before Reed could explain the door to the lab slid open again, and Ben Grimm, a.k.a. the Thing, and Johnny Storm, a.k.a. the Human Torch, burst into the room, apparently in the midst of some kind of argument.

"You're outta yer gourd, matchstick!" Thing declared.

"Tell that to Lindsey, to Jenni, to Sarah, to..." Johnny started rattling off names.

"Blah, blah, make up all the names you want, sweetheart. I'm tellin' ya, I don't see it!"

"What in the world are you two arguing about?!" Susan snapped.

"You gotta settle somethin' for us, Suzie!" Thing said.

"I told Ben that I've been told by numerous women that I look just like Captain America!" Johnny stated proudly.

"And I say he's completely full of it!" Thing bellowed. "Unless you're datin' women with the worst eyesight in the world!"

"That's enough, you two," Susan said. "Reed is trying to work."

"You see it, don't you Reed?" Johnny asked. He turned his head to the side, giving his best attempt at showing a lantern-jawed profile.

"Aww, buzz off, hothead!" Thing said, giving Johnny a little shove.

Reed hadn't taken his eyes off the monitors for so much as a second. He folded his hands in front of his chin and watched the numbers and waveforms that filled the screen.

"Hey, I ain't seen Stretcho this intense in awhile," Thing noticed. "Everything awright?"

"I don't think so, Ben," Susan replied. "He said there's something wrong with the N-Zone prison."

Reed picked up the apple off the lunch tray, and for a moment Sue's heart fluttered with hope that her hardworking husband was actually going to take a half a moment's break and eat something. However, instead of taking a bite, Reed stretched his arm clear across the room and placed the apple on a small two-foot by two-foot raised platform in the middle of the lab.

Reed retracted his arm, then stretched his other arm to the far corner of the lab. He flipped three switches on a large control panel, then pushed a red button.

The platform lit up. The apple slowly rose up and began to levitate a few inches in the air. It hung there for a moment, hovering, then began to gradually fade from view. Within a matter of seconds the apple became a sort of transparent shadow, a strange mass of hazy blurriness as if seen through glasses of the wrong prescription.

"Neat trick," Johnny said. "But I thought making food disappear was Ben's job?"

"Hardy har har."

Reed turned his attention to another set of monitors. He stared at them just as intently. He shook his head.

"What's going on, darling?" Susan asked.

"Yeah, and what's it got to do with disappearin' apples?" Thing inquired.

"The apple didn't disappear, Ben," Reed replied. "It's exactly 50% in our world and 50% in the negative zone. Just like the N-Zone prison is. Or rather, just like it should be."

He typed some commands into the keyboard on the console in front of him.

"Tony Stark and I did the math to the ten-thousandth decimal," Reed said. "The stasis field should hold any object precisely between worlds. But as unlikely as it may seem, there must be something we didn't account for. Over time, objects slip ever so slightly into the negative zone. Something is tipping the scales. I'm having to make constant adjustments to keep the prison stable. If I don't make those corrections, on a long enough timeline… we get this."

Reed pushed a slider on the console all the way to the right. The apple disappeared completely. Then, an instant later, there was a brilliant flash of light. A deafening POW echoed off the walls of the lab as chunks of exploded apple shot all over the room.

Susan casually wiped what amounted to a smear of applesauce off of her cheek with the side of her wrist. "A little warning would have been appreciated, dear."

"So this negative zone makes things explode, Reed?" Johnny asked.

"Sort of. The negative zone is a universe made up entirely of antimatter. When an object, the apple for instance, falls into that universe, it creates a vacuum of empty space in our own. Antimatter rushes in to fill the void, and the collision of matter and antimatter triggers an enormous release of energy."

Johnny nodded, then, again, he said, "So this negative zone makes things explode, Reed?"

"Ah… yes."

"If something as large as the prison were to be sucked entirely into the negative zone…" Susan trailed off.

"The results would be absolutely catastrophic," Reed said grimly. "Which is why I'm sending my findings to Lex Luthor and Tony Stark right now, and advising them that we re-materialize the prison in our own universe immediately and keep it here until we can do a full rework of the calculations."

"You're going to bring all those superpowered criminals back to earth?" Johnny asked. "Are you sure that's a good idea?"

"It's safer than the alternative, Johnny," Reed said. "Besides, every single cell in that prison is custom made for its occupant. Even without the added factor of being suspended in the negative zone, it's still the most secure prison ever built."

Reed looked over his figures one more time as he finished drafting an email to Tony and Lex. He sighed.

"I just don't understand," he muttered. "We checked the math over and over. What variable could we possibly have overlooked? It's almost as if there were an extra gravitational pull that we hadn't accounted for from within the negative zone."

"What if someone else had the same idea as you?" Thing asked.

Reed's head spun around so quickly that it was literally on backwards for a brief moment.

"What did you say, Benjamin?"

"What if someone else was doing the same thing… opening some portal into the negative zone someplace else?"

Reed considered the idea for a long moment. "No," he said finally. "The equipment needed is too complex and sophisticated. Modesty aside, it's extremely unlikely that anyone else on earth could have conceived of and constructed it."

"What if it wasn't anyone on earth...?" Johnny asked.

Reed froze, the implications of the idea filling him with a cold dread.

He didn't get a chance to ponder the notion for longer than a moment. A screeching alarm began blaring all around them, with red lights flashing from every corner of the room. Reed turned and sprinted for another computer console on the other side of the lab.

"Is it something else with the prison?" Susan exclaimed, as she and the others followed behind him.

"No!" Reed cried. "That alarm is for the Baxter Building! We're under attack!" He frantically typed away on the keyboard. A large bank of monitors displayed various security cameras throughout the building. They cycled through different feeds as Reed tapped away at the controls.

"ANOMALY DETECTED... ANOMALY DETECTED..." a computerized voice warned as the alarm continued to sound.

"I don't see anything...!" Reed gasped, confused. "Computer! What kind of anomaly?"

"TEMPORAL/SPACIAL ANOMALY," came the reply.

"Show me!" Reed yelled.

"PINPOINTING..."

The monitors began to switch rapidly as the computer attempted to assist Reed in locating the problem. One of the monitors switched to a view of the building's sub-basement. Another one quickly flashed through a series of files, then finally settled on what looked like a schematic of a small box with a complex series of circuits and lights all across the top. The schematic was labeled "MOTHER BOX."

"What in the name of my dear Aunt Petunia is a Mother Box?" Thing bellowed.

"Oh my god..." Reed whispered. He whirled around to face the others, his face pale. "Evacuate the Baxter Building NOW!" he yelled.

They didn't wait for an explanation. Ben, Johnny, and Susan sprinted for the door, ready to start evacuating the building as quickly as possible.

As she reached the door, Sue cast a quick glance back over her shoulder. Reed was still at the console, typing away furiously.

"Reed, what are you doing?!"

"I have to send this alert! I may only have a matter of seconds before..."

He trailed off as something caught his eye. He turned and stared at the platform. It had lit up again. Reed looked at the controls, then back at the platform. He hadn't activated it.

Something was slowly taking form. Something was appearing, right before their very eyes.

"Great Scott..." Reed breathed.

Years later, people would still describe the sound. It started as a low rumble that built and built, a crescendo that reached its climax in what most described simply as a "BOOM."

There was a sickening creaking and cracking as the very foundation of the Baxter Building gave way. An enormous cloud of smoke, dust, and dirt billowed up from the depths of the building and poured outward into the streets of New York. Every single window on the first six floors shattered, spraying glass out like shrapnel from a grenade. Then, as if the very ground were swallowing it up, the building collapsed, story by story, in on itself.

In less than a minute the Baxter Building was gone, leaving only a cloud of ash and debris where it once stood.


	8. Chapter Eight

CHAPTER EIGHT

Green Lantern forged the emerald light that emanated from the ring on his right middle finger into a giant bulldozer. He raised his fist into the air as the hard-light construct plowed a ton of debris away from the ruins of the Baxter Building.

All around him the other members of the League were hard at work as well, digging through the rubble in hopes of finding survivors. Though the Baxter Building was famous for being the home of the Fantastic Four, the FF had only occupied the top few floors. The rest of the 35 story building was office space, full of hundreds of innocent civilians just trying to do an honest day's work.

Superman hovered above the wreckage, practically motionless. A breeze ruffled his cape, small gusts of wind still billowing through as an after-effect of the cyclone Storm had created to disperse all the smoke and ash. He stared intently at the piles of twisted metal, his chin resting on his clenched fist. He slowly tuned his head from side to side, as if studying the debris. In actuality he was looking through it, using his x-ray vision to peer through the rubble and look for anyone who might be trapped underneath.

"There!" he said suddenly. He swooped down and was tearing through the debris in an instant. Without hesitation, Thor and Wonder Woman rushed to his side and helped him dig. They each lifted away pieces of scorched metal the size of a small truck.

There, trapped underneath, her leg smashed to pieces and with a serious head wound that was gushing blood, was a young woman who couldn't have been much older than 19. She was unconscious and barely breathing.

"Merciful Hera..." Wonder Woman sighed.

In the blink of an eye, Flash darted away and darted back with a blanket and a bottle of water. Gingerly, he propped the woman up a little and wrapped the blanket around her. He spoke gently to her, letting her know she was safe and that she was going to be okay. He held the water bottle to her lips, and she came to a state of dazed consciousness just long enough to take a meek sip.

Superman turned away and punched a hunk of metal in frustration.

Spider-Man webbed over and crouched down beside him. "Hey..." he said. "You just saved that woman's life, buddy. GL will fly her to the hospital. She'll live."

"We've found, what? A dozen people?" Superman asked. "Do you have any idea how many people worked in the Baxter Building? Close to 2,000."

Spider-Man hung his head. It was hard to see the small victory of the few people they'd saved when so many more were surely dead.

Superman closed his eyes. He exhaled slowly out his nose. He tuned into his super hearing now, listening for signs of life. A heartbeat. A whisper for help. Anything.

Spider-Man turned away and left his friend to focus.

In another area of the wreckage, another figure stood in a similar state of concentration. Victor Stone, also known as Cyborg, was one of the heroes believed dead in the wake of the Triskelion disaster two and a half years ago. He had been found floating in New York Harbor, his body badly damaged and showing absolutely no signs of life. But exactly what constitutes life or death for a cyborg? STAR Labs was able to repair Stone, although now he appeared far more machine than man. A large portion of his head and upper torso were now robotic. The other heroes had affectionately started calling him "Cyborg 2.0." And while he had respectfully declined membership in the Justice League, he was always willing to help out if needed.

Spider-Man walked over to Cyborg. He hesitated before saying anything, since Stone seemed to be deep in thought.

"Everything okay?" he finally asked.

"Oh, hello Spider-Man," Cyborg said. "Yes, I'm fine. I'm working on something. In the last moments before the Baxter Building fell, Reed Richards sent out a message."

"Oh?"

"It's heavily encrypted so I'm having trouble deciphering all of it," Cyborg continued, "but it seems to be in two parts. The first part is something about the N-Zone prison. The second, added literally seconds before the building collapsed, seems to be a distress call of some sort."

"So Richards knew the building was about to blow?"

"It seems that way. But, even as much as I've been able to decrypt so far doesn't quite make sense. Have you ever heard of a Mother Box?"

Spider-Man shook his head.

"Me neither. But I think whatever it is is key to figuring out what happened here."

"Who was this message meant for, Cyborg?" Spider-Man asked.

Cyborg shook his head. "That's another part of the mystery. I'm not sure. Was it meant for the Justice League? Or someone else?"

The way Cyborg said "someone else" gave Spider-Man goosebumps. "Wow. Okay. Um, let me know if I can help with anything."

Cyborg nodded, but it was clear that his attention had already shifted back to whatever processes he was running in his own head in an effort to decipher the file.

Spider-Man turned away and looked out over the seemingly endless devastation. He watched Superman standing motionless, waiting for the slightest sound or hint of movement indicating that someone was still alive amidst all this wreckage. Superman, the quintessential superhero, the symbol of hope, trying so hard to hide the hopelessness and frustration he was feeling... that they all were feeling.

Spider-Man hung his head and tried to ignore the fact that his stomach felt like it had turned to stone.

Day gave way to evening, and evening gave way to night. Superman took only one small break from the rescue effort. In the guise of Clark Kent, he slipped away to a phone booth and called Lois Lane.

"Hey there, Smallville," she said. "Wasn't sure if I'd hear from you today."

"I know," Clark replied. "I'm sorry I didn't call earlier. There's just so much work to be done, Lois. It's staggering."

"You probably haven't had a chance to catch any of the news?"

"No... why?"

"You know Dr. Doom, that guy in the metal suit from Latvia... Latveria... wherever? He's claiming responsibility for this," Lois explained. "He released a video statement earlier today, gloating about his victory over 'that accursed Reed Richards.' He's the one who blew up the Baxter Building. That's not all. Lex is giving a press conference in front of the White House tomorrow at noon. Perry wants you there to cover it."

"I can't," Clark said. "I'm needed here."

"I knew you'd say that," Lois replied. "I tried to cover for you, but the chief just about blew a gasket. He wants a reporter at the press conference and he wants it to be you. And Clark... I kind of think you should be there too."

"Lois, if there is even one more person still alive trapped beneath that rubble that I could've saved, and I'm not there to save them..."

"The rest of the Justice League is there, Clark. They can handle it. You don't have to do everything by yourself you know."

Clark didn't answer for a moment.

"Look," Lois continued. "Lex has only been the president for a short time. Now there's this, this horrible act of terrorism on U.S. soil, something that absolutely demands a response... with Lex in the White House I'm just afraid of what the response will be."

"I'll think about it," Clark said finally. "We'll see how the rescue effort goes tonight. We're going to keep working through the night."

"Okay," Lois said. "But if you don't go, I'm not saving you from the wrath of Perry White. You'll have to make up your own excuse this time!"

"Fair enough," Clark said. "And Lois... stay safe," he added.

"I will, sweetie. Don't you worry about Lois Lane."

"I always do."

"I know."

"I love you."

"I know." A pause. Then a laugh. "I love you too, Smallville. Good night."

"Good night."

Clark hung up the phone. He turned and peered out of the phone booth. No one in sight. As good a place as any to change back to Superman, he reasoned. He slipped off his glasses and began to loosen his tie.

The phone rang.

Clark stopped. He looked around again. He still didn't see anyone. He quickly put his glasses back on.

The phone was still ringing.

Slowly, Clark picked up the receiver. He held it to his ear cautiously.

"Hello?" he said.

"You should really listen to your lady friend, Mr. Kent." The voice on the other end of the line was electronically garbled, making it impossible to recognize.

"Who is this?" Clark asked.

"A friend in a high place," came the reply. "And trust me, you are going to want to be at the president's press conference tomorrow."


	9. Chapter Nine

CHAPTER NINE

Washington D.C. The White House. A sea of reporters gathered on the front lawn, waiting for the president to appear and give an address regarding the Baxter Building tragedy and the statement by Victor Von Doom claiming responsibility for it.

Among the reporters was a distracted Clark Kent. He hadn't planned to come to the press conference. He knew he could be doing far more good as Superman, aiding with the search for survivors among the wreckage back in New York City. But then he'd gotten that mysterious phone call. A call from someone who knew he was at that specific pay phone, that he'd been talking to Lois, and what they'd been talking about. Someone, presumably, who knew that Clark Kent was Superman. Who could it possibly have been? And why did they insist that he should be at this press conference today?

Clark didn't have much time to think about it at the moment. President Lex Luthor was greeted by a hail of flashing cameras as he stepped up to the podium. He looked solemn, stone-faced, more serious than Clark had ever seen him. He wore a white suit and tie along with the black glove that he seemed to now perpetually sport on his right hand.

"My fellow Americans," Lex began, his speech underscored by the click-click-clicking of the flashing cameras. "Yesterday this country was struck by a brazen act of terrorism. We are shocked and saddened by the sudden, violent loss of not only the brave group of heroes known as the Fantastic Four, but of the hundreds... possibly thousands... of innocent men and women who worked in New York City's famous Baxter Building."

Lex paused for a moment. More flashing cameras.

He continued.

"We now know that this act of terrorism was the work of Victor Von Doom, the monarch of the sovereign nation of Latveria. This is not the first time that Von Doom has lashed out against our proud nation. But I assure you, it will most definitely be the last."

That line drew a few quizzical murmurs from the crowd.

"To paraphrase Admiral Isoroku Yamamoto, Von Doom has merely succeeded in awakening a sleeping giant. This attack on our country... WILL... NOT... STAND." He punctuated each word by jabbing the index finger of his gloved hand in the air.

"I cannot, will not, jeopardize the safety of the people of these United States for one more day, one more hour, one more minute by letting a madman like Victor Von Doom live to threaten us again," Lex continued. "That is why, at this very moment, there is a plane on its way to Latveria carrying a nuclear bomb more powerful than Little Boy, the bomb that was dropped on Hiroshima in 1945."

There was a collective gasp from the reporters. Clark froze. Could Lex possibly be serious?

Lex glanced at his watch.

"In a matter of minutes, Victor Von Doom will no longer pose a threat to the United States of America," he said. "And the nation of Latveria will no longer exist."

Lex looked out into the crowd. Although there were dozens and dozens of reporters gathered, he made direct eye contact with Clark.

"This is how the United States will respond to threats from now on," he said, almost as if he were speaking directly to Clark Kent. Challenging him.

He broke eye contact and addressed the entire crowd again. "I will not be taking any questions. Thank you, and God bless the United States of America."

Lex turned and walked away from the podium amidst a cacophony of flashing cameras and reporters shouting "Mister President! Mister President!" despite his declaration that he would not be answering questions. The other reporters were so distracted that they barely noticed Clark Kent pushing past them, running toward the street as he loosened his tie and ripped off his glasses.

New York City. A diner on the Lower East Side of Manhattan. Peter Parker and Mary Jane Watson.

The waitress freshened up Peter's coffee for the second time. He ripped open four sugar packets at once and dumped them in. The caffeine and sugar weren't doing the trick. He'd been awake for close to 30 hours now, and had spent most of it helping the Justice League search through the wreckage of the Baxter Building. Maybe Thor and Wonder Woman didn't get tired – did they even need to sleep, Peter wondered? – but he certainly did.

Peter stared at the TV that was mounted above the front counter. Just moments ago, the president had announced that he was about to nuke Latveria. Already nearly delirious from lack of sleep, Peter was having trouble even processing that news.

"Peter, are you listening to me?" Mary Jane asked. Her voice barely registered in the fog that was Peter's mind at the moment.

"Hmm?" he replied. Peter took a sip of the coffee.

"Did you even hear what I just said?" she asked. "I said I think we need to take a break."

"A break?" Peter asked, reaching for the cream. "What do you mean?"

"You know. A break. From each other. Get some space."

Peter blinked a few times. "Space? I don't understand."

MJ sighed. "You're not going to make this easy for me, are you?"

Peter shook his head, trying to clear the cobwebs. He wasn't trying to be difficult. It's just that he was having trouble keeping his eyes open, let alone keeping up with the conversation.

Mary Jane, misinterpreting the head-shaking as Peter acknowledging that he was not, in fact, going to make this easy for her, pursed her lips and brushed a strand of hair back behind her ear. She bowed her head for a moment and considered her next words very carefully.

"Peter," she said finally. "I think we should see other people."

He stared straight ahead. It was slowly dawning on him what was happening here.

"Are you...?" he asked. "Are you breaking up with me?"

She had to look away. She was starting to tear up. She hadn't expected it to be this difficult. She had promised herself she wouldn't cry. She didn't want Peter to think she wasn't absolutely certain of her decision. All she could do was nod her head.

"Oh," he replied. He stared at the cup of coffee and the half-eaten ham and cheese omelette in front of him.

"Say something," Mary Jane said. "Please. Yell at me if you want to. Get mad. Make a joke. I don't care. Just please, do something."

He didn't know how to react. He didn't have the energy to get mad. It was as if he were too exhausted to even process it.

"What the hell is he doing?!" someone at the font counter yelled.

Everyone's attention turned to the television screen.

WGBS was showing a photo taken by a Latverian citizen that was going viral on all the social media and news websites. It was a photo of Superman catching a nuclear bomb. Superman had caught the bomb that the president had ordered dropped on Latveria. He had stopped it.

Somehow, in the back of Peter Parker's mind, he knew that something very bad was going to come of this.


	10. Chapter Ten

CHAPTER TEN

President Luthor stood at the small bar he'd set up in the Oval Office and poured himself a glass of brandy. Then he casually walked to the east door and peered out at the Rose Garden. Lex brought the snifter of brandy to his nose and took in the fine aroma for a moment before finally bringing it to his lips for a delicate sip.

He heard a familiar "WHOOSH" from somewhere outside. He smiled to himself.

Seconds later, the northwest door blew in off its hinges with a loud BANG! The door crashed to the floor as Superman marched into the Oval Office looking absolutely furious.

"Come in, it's open," Lex deadpanned.

Bullseye and Deadshot raced into the room after Superman, each pointing a gun at the Man of Steel. Lex titled his head to the side and stared at them.

"Really?" Lex asked, rolling his eyes.

"Unless you have kryptonite bullets in those guns, gentlemen, you're wasting your time," Superman seethed through clenched teeth.

Lex ushered Bullseye and Deadshot out of the room with a shoo-shooing motion of his hand. Reluctantly the men left.

"Are you trying to start a war, Lex?" Superman asked.

"Oh, Clark," Lex said, walking back over to the bar. "Nobody wants war. I just want to keep the threat alive. Would you care for a glass of brandy?"

"You were about to nuke a country of 500,000 people just to get to one man."

"Dr. Doom is a threat to the people of the United States. I have a duty to keep them safe."

"You would be willing to kill hundreds of thousands of people? Men, women, children? The citizens of Latveria are a kind, peaceful people who never hurt or threatened anyone. It's only their monarch who has ever caused trouble."

"Caused trouble?" Lex scoffed. "Is that what you call blowing up a building in the middle of New York? A building filled with 'kind, peaceful people who never hurt or threatened anyone.' Doom killed thousands of US citizens just to get to four superheroes that he had a grudge with. It's like poker, Clark; Doom set the stakes, and I raised."

"You are gambling with people's lives, Lex."

"Every president does," he replied, pouring a second glass of brandy. "It's part of the job." He extended the glass, offering it to Superman.

Superman scowled. He looked at Lex's hand. Lex was holding the glass in his right hand, the one with the black glove. Superman's expression suddenly changed to one of surprise.

"Tsk, tsk," Lex said. "You peeked, didn't you? That damn x-ray vision." Lex set the brandy glass down. "You know the tabloids are having a field day trying to figure out why I wear the glove. Did you hear the theory that it's in memory of my late father? That's my favorite. Dear old dad, how I miss him," Lex said sarcastically.

He pulled off the glove. The hand he revealed was not flesh and blood. It was artificial. A mechanical prosthetic hand.

"You remember the kryptonite ring?" Lex said. "I wore it thinking it would keep you out of my hair. Metaphorically speaking, of course." Lex chuckled, running his left hand over his bald head. "I never imagined it would give me radiation poisoning."

"Radiation poisoning?" Superman repeated.

"Remember when we thought the meteor rocks gave me a super-immune system? That they made it so I could never get sick?" Lex shook his head. "What a laugh. They were doing a number on me, all right. The green rock that was supposed to be deadly only to you was slowly killing me. I had to have my hand amputated before it spread." He opened and closed his mechanical hand. It moved just as naturally as a real one. "Stark was kind enough to whip up this artificial replacement for me."

"You and Stark are awfully close lately," Superman said.

Lex laughed. "Do I detect a note of jealousy? What, because Stark joined up with me instead of with your little superhero club?"

"No," Superman replied. "I'm just wondering what he thinks of the fact that you tried to wipe Latveria off the map."

"Seriously?" Lex said. "Who do you think designed the nuke?"

Superman froze. Before becoming Iron Man, Tony had developed weapons for the US Government. But he'd sworn that he'd gotten out of the weapons business years ago. Is it possible that he had really designed the bomb that Lex planned to drop on Latveria? He listened to Lex's pulse. Lex wasn't lying.

"You'd better watch yourself, Lex," Superman said finally. "You're letting the power of being president go to your head."

"No, you'd better watch yourself, Clark," Lex said. He put the glove back on over his mechanical hand. "I'm giving another press conference this afternoon. But since we're such good friends, I thought I'd give you a little exclusive. Take this scoop back to the Daily Planet, I'm sure Perry White will give you a big gold star for it."

Lex stood behind his desk now, illuminated by the light coming in from the windows behind him.

"You interfered with a direct order from the President of the United States today," Lex continued. "That's treason, Clark. Superman is now officially an enemy of the Untied States of America."

Superman folded his arms across his chest and clenched his jaw.

"And, for aiding and abetting you, so is the entire Justice League," Lex stated. "I am instructing the Iron Avengers to apprehend every single member of the League and lock them away in the N-Zone prison until we can conduct a proper trial."

"You can't be serious!" Superman snapped.

"Oh, I'm quite serious," Lex said. "How can I function as president if some caped lunatic is constantly defying me?" He picked up his brandy glass again. "Thank you, Clark. You played your part perfectly. You gave me exactly the opportunity I needed to make superheroes illegal." He raised his glass in a mock toast.

Superman was absolutely livid.

"Now get out of here before Bullseye comes back," Lex said. "And remember, you were the one who mentioned kryptonite bullets, not me. You shouldn't go giving him ideas like that, he's very... creative."

Superman leaned in over Lex's desk. "This isn't over," he said, inches from Lex's face.

Lex nodded. "I know," he said with a smile.

With another WHOOSH, Superman sped out of the room.

Lex took a slow, satisfying sip of brandy.

Then, after a long moment, he called out, "You can come out now."

The west door to the Oval Office opened. A man dressed from head to toe in silver metallic armor and a green tunic and cape emerged. A man known as Dr. Doom.

"You were taking quite a chance, you know," Dr. Doom said, his voice echoing from within the hollows of his armor. "If the Kryptonian had not stopped the nuclear bomb, you would have destroyed my country. For that, President Luthor, I would most certainly have killed you."

"There was never any chance," Lex replied. "I knew he would stop the bomb."

"How could you possibly have known that?" Doom asked.

"Trust me. I know him better than anyone. We were friends, once. A very long time ago." Lex offered the second glass of brandy, the one he had offered to Superman, to Dr. Doom.

"Bah," Doom said, waving his hand. "Doom does not imbibe."

"Your loss," Lex replied.

"I must admit, it was most ingenious the way you devised to bring down the Baxter Building," Dr. Doom said. "But I do not quite understand. The Mother Box is not an incendiary device."

"No, it's not," Lex said. "It's a teleportation device. Four Mother Boxes, strapped to the

support pillars in the sub-basement of the Baxter Building. The Mother Boxes teleported the support pillars into another dimension. With the support gone, the building collapsed."

Dr. Doom chuckled. "Most impressive, Lex Luthor! Doom is not often impressed. And where did you come by this Mother Box technology?"

Lex shook his head. "That's privileged information, Doctor."

"Very well. As long as I am rid of that accursed Reed Richards once and for all, I have no qualms." Dr. Doom turned to leave. Then he stopped himself. "But I must know. Did Tony Stark really design the nuke that you were to drop on Latveria?"

"Of course he did," Lex replied. "Ten years ago." He smiled. He knew Clark would've been able to tell if he was lying, so he'd told a half truth. "He designed it back when Stark Industries was in the weapons business. I just pulled it out of storage."

Doom laughed. "Well played, Mr. Luthor. You are quite resourceful. I find it fortunate that we are on the same side."

Something about the way Doom said that last remark gave Lex pause. His tone implied that Lex had better not ever consider crossing him.

"I feel the same way," Lex said finally. He took another sip of brandy. "I believe you were leaving, Doctor?"

"Indeed. Good day to you, President Lex Luthor."

After Doom had left, Lex sat down at his desk and scrawled a note on a piece of paper. Then he sealed the note in an envelope.

Lex called Bullseye back into the room. He handed him the envelope.

"This is the last mission I will ever require of you," Lex said. Bullseye started to open the envelope. Lex shook his head and put his hand on Bullseye's. "Keep this somewhere safe. If and when the time comes, I will let you know when to open it."

Bullseye nodded. "Sure thing, Mister President." He put the envelope in the inside pocket of his leather trench coat.

"Now if you'll excuse me," Lex said. "I have another press conference to get ready for."


	11. Chapter Eleven

CHAPTER ELEVEN

"What were you thinking?!" Green Arrow pounded his fist on the table.

The rest of the Justice League sat around the main table in the grand hall of the New York Fortress, all staring at Superman.

"I wasn't about to let Lex murder 500,000 innocent civilians," Superman replied.

"I get that," Green Arrow said. "But the thing is, YOU were the one championing the cause to let Lex go ahead and take office. A bunch of us wanted to stop him, but we ended up listening to you. Now, the first decision he makes that you don't like, you fly in and give it you own personal 'super-veto'. And the rest of us are paying the price for that!"

A giant green hand, generated by Green Lantern's ring, shot out and separated Superman and Green Arrow.

"Enough," GL said.

"What's done is done," Thor said. "The question we must ask is where we go from here."

"Lex has declared Superman and the Justice League enemies of the United States of America," J'onn reiterated. "If we show our faces in public we are to be arrested and thrown in the N-Zone prison."

"Then we ditch the costumes. Drop off the radar," Black Canary suggested.

Flash nodded. "Right. Before he put on the cape, Superman was known as The Blur because he used to zip in, save the day, and zip out without being seen."

"That's great if you have super speed," Green Arrow said. "Not all of us can 'zip'."

"And some of us don't have the luxury of taking off a costume and blending in," Beast pointed out.

"I'm not sure it matters, anyway," Storm said. "Lex seems to be using this as free reign to arrest anyone with powers. Last night, Bobby Drake and Piotr Rasputin were taken into custody by the Iron Avengers. They are X-Men, not members of the Justice League."

"Perhaps that is our fault for not being more transparent in our membership," J'onn stated. "The general public most likely does not know exactly who is in the Justice League."

"We haven't kept ourselves a secret," Wonder Woman protested.

"No, but we haven't exactly been doing press tours, either," Green Lantern said. "No wonder the public doesn't trust us. They don't even know who we are."

"We're just a bunch of gods in tights and capes," Green Arrow said. "Who apparently answer to no one. Not even the president."

"Maybe someone could talk to Tony Stark?" Captain America suggested.

"I don't think that would do any good," Superman replied. He couldn't help but recall Lex's statement about Stark designing the bomb that was meant for Latveria.

Spider-Man hadn't said a word the whole meeting. That wasn't entirely unusual. At every Justice League meeting he tended to feel like a little kid spending his first Thanksgiving at the grown-ups table. He just couldn't get used to the fact that he was sitting between an Asgardian god and an Amazonian warrior princess. Who was he to chime in with his two cents when titans like these were having a heated discussion?

Add to that the fact that he'd only gotten a few hours sleep over these past few grueling days, and he was honestly just trying to stay awake at this point. When he did manage to sneak in a nap here and there, he was tormented by more dreams of Chloe. They'd gotten more frequent and more vivid lately. He knew why that was. The big day was almost here. The day when he and Clark would finally confront Bruce Wayne.

The meeting wrapped up with nothing really having been settled, other than most members of the League agreed they were going to ditch their costumes for awhile and try to help people as best they could in secret. They would reconvene at the fortress again in one week.

The members of the League dispersed and went their separate ways, exiting the fortress via an opening that led out onto Liberty Island. Superman stayed behind, staring out at the New York City skyline deep in thought.

"Hey," Spider-Man said, wearily approaching his old friend. "We should talk about our plans for tomorrow."

"Tomorrow?" Superman replied.

"Yeah... you know," Spider-Man said. "Tomorrow is the day Bruce Wayne is coming into town. The day we confront him about Chloe."

"Oh." Superman had obviously forgotten. "No," he said, shaking his head. "We can't. I'm sorry Pete, there are just too many other things happening right now. Bruce Wayne has to go on the back burner."

"What...? You can't be serious," Spider-Man said in disbelief.

"This thing with Lex and his manhunt for the Justice League takes precedence right now," Superman said.

"But this could be our only chance to nab Wayne out in the open!"

"Peter, I'm sorry," Superman said. "There are just more important things happening."

"More important...? More important?!"

Maybe it was the lack of sleep. Maybe it was the nightmares. Maybe it was Mary Jane leaving him and the fact that he had a half-empty apartment waiting for him to go home to. Whatever it was, Spider-Man had reached his tipping point. He barely knew what he was doing as the fingers of his right hand balled themselves into a fist. He was moving on pure, frustrated rage as he swung his fist and punched Superman square in the jaw.

It was like punching a brick wall.

"AAAAUUUGGHH!" Spider-Man fell to his knees clutching his wrist. He bit his lip and rocked back and forth in anguish.

"Oh, Pete!" Superman cried out. "What did you go and do that for?" He said it not in anger, but in genuine concern for his friend. He knelt down beside Spider-Man and tried to examine his hand.

Spider-Man turned away. "Get away from me!"

"Peter, I can tell you right now, you have a fractured wrist and two broken fingers," Superman said, looking at the injury with his x-ray vision. "You need to get to a hospital."

Spider-Man stood up, still clutching his wrist. "I don't have time," he shot back. "There are more important things going on right now." He sprinted for a small precipice overlooking New York Harbor and leapt out. With his one good hand he fired off a webline that latched onto the back of a helicopter as it passed overhead.

Superman stood and sadly watched his friend sail off over the horizon, hanging limply from the helicopter as it flew out of sight.

If he was supposed to be Superman, why did he feel like he just couldn't do anything right lately?

Spider-Man slowly opened and closed the fingers of his right hand as he held onto the webline with his left, letting the helicopter carry him toward the mainland of Manhattan. It hurt so bad, and he knew Superman had to be right about the fractured wrist and broken fingers. Stupid! Why had he punched the strongest, most invulnerable man in the world? Because he was Peter Parker and he was an idiot, he thought to himself.

He had to think. Bruce Wayne was still coming into town tomorrow, and he knew he was going to confront him even if Clark wasn't willing to help. He had to do it for Chloe. Despite what Clark said, nothing was more important than that.

He'd been counting on Clark to use his super hearing to tell if Wayne was lying. He wondered if he could get someone else to sub in. But who? J'onn had telepathy. Certainly he would be able to read Bruce Wayne's mind and know exactly what he was thinking. But no, Spider-Man was fairly certain that J'onn hated him. Why would he ever agree to help?

If only he knew someone else with super hearing.

Then it hit him. And for the first time in several days, he smiled.

That night. Clinton, better known as Hell's Kitchen. A lone figure prowled the rooftops and alleyways at night, searching for justice. Blind justice. A guardian devil.

Daredevil crept among the shadows, blending in with the gargoyles overlooking the city streets. Though he couldn't see, his sharply attuned radar sense alerted him to the smallest detail of the urban world below him.

It had been a rough week for him. In a time when superheroes now found themselves hunted, he had just been made much more vulnerable than most. A local rag of a tabloid had acquired proof of his secret identity. He was now 'out.' The world knew that Matt Murdock, the blind lawyer from Hell's Kitchen, was secretly the vigilante known as Daredevil. Now he was not safe in either persona.

A figure dropped down onto the roof behind him. Daredevil spun around, drawing his billy club from the holster on the side of his left leg.

"Easy big guy," the newcomer said. "I'm a friend."

He recognized the voice, the posture, the scent, and the way he moved, processing every bit of information from his four hyper-acute senses in an instant. He put his billy club away.

"Hello, Spider-Man," Daredevil said. "What brings you to Hell's Kitchen?"


	12. Chapter Twelve

CHAPTER TWELVE

The FAO Schwarz toy store on Fifth Avenue in New York City is a famous tourist attraction, well known for its giant stuffed animals, floor piano, and many unique toys that can't be found anywhere else. On this particular day it was closed to the general public. It was only open to a special group of children that Bruce Wayne had personally bused in from Saint Swithen's Home For Boys in Gotham City.

As the children ran through the store in excitement and wonder, Bruce Wayne stood near the front door surrounded by a group of reporters. Wayne did this for the kids every year, and every year it seemed he was asked the same questions.

"Why do this now and not at Christmas time, Mr. Wayne?" a reporter from the Post asked.

"Everyone is charitable at Christmas time," Wayne replied. "That's the time of the year when people give the most. Then, the holidays are over, and these young men go back to being forgotten about again until next year. I want to remind them that any day can be a special day. You don't need a holiday or special occasion to give someone an experience they'll never forget."

Another reporter asked Wayne a question about his own parents and how he dealt with losing them at such a young age. But Peter Parker wasn't listening to Bruce Wayne's answer. He was among the reporters gathered around Wayne, and so was an incognito Matt Murdock.

"Are you sure no one will recognize me?" Murdock whispered. He was dressed in an overcoat and fedora.

"No one is even going to be looking at you. Everyone's paying attention to Wayne and the kids," Peter replied. "Remember, you need to listen to his pulse and tell me if he's lying."

Murdock nodded. "I'll hold up one finger if he's telling the truth. Two if he lies."

Peter waited for the opportunity to ask a question. The other reporters were practically tripping over themselves to get the best quote for their respective papers, asking about Wayne's charity work, asking about the Wayne Foundation, asking about Wayne Enterprises. But Peter Parker didn't care about any of that. Not today. He only cared about one thing.

"Mister Wayne," Peter called out. "Did you know a girl named Chloe Sullivan?"

All of the other reporters turned and stared at Peter. It was such a sharp left turn from the slew of standard questions they'd all been asking that every single one of them was suddenly intrigued by it.

Bruce Wayne raised an eyebrow. "Um… I don't know. I don't think so," Wayne answered.

Peter glanced over at Matt Murdock. Matt scratched his nose with one finger. One. Truth.

This caught Peter completely off guard. How could Bruce Wayne not know who Chloe was if he was the one who killed her?

"She… She came to see you in your office," Peter replied. "About two and a half years ago."

A few of the reporters chuckled. They quickly started to lose interest in Peter.

"A lot of people come to see me," Bruce replied. "I can meet with dozens of people in a single afternoon. You'll have to help me out a little."

Murdock, again, one finger.

Peter's heart sank. Suddenly the picture in his mind, the picture he'd been so sure of, was staring to fade away. The picture of Chloe coming into Bruce Wayne's office and accusing him of having a connection to the Green Goblin, and Wayne having her murdered for it. A new picture took its place. Chloe meeting with Bruce Wayne, having a brief and uneventful meeting, and nothing coming of it. A meeting that, two and a half years later, Bruce Wayne did not even remember because it was lost in a sea of other brief and uneventful meetings that he'd had since then.

Peter scrambled. There was still another way to go at this. The pictures that Clark had given him. Bruce Wayne did have a connection to the Green Goblin and Peter knew it. He shuffled through some papers that he'd been clenching in his hand the entire time.

"Mister Wayne, have you ever seen these before?" Peter asked. He awkwardly thrust the printouts at Bruce. They were pictures of the original goblin glider, as well as schematics on how it was built and operated. Wayne took them and stared at them.

"Where did you get these?" he asked hesitantly.

"Have you seen them before, Mister Wayne?" Peter asked again.

There was a long pause. "No," he said finally. "I have no idea what this is."

Peter looked at Murdock.

Two fingers. Bruce Wayne was lying.

Another picture now formed in Peter's mind. Chloe came to Bruce Wayne and accused him of being connected to the Green Goblin. Bruce Wayne had her killed. And her death meant so little to him that now, two and a half years later, he didn't even remember her name.

"Hey, why don't you get out of here and quit bothering Mr. Wayne with your weird questions, huh?" a reporter from the National Register said, trying to shove Peter out of the way.

"No problem," Peter replied, grabbing the printouts back from Wayne as he disappeared back into the crowd of reporters.

Wayne looked a little rattled, but he quickly shook it off and returned to his usual cool and confident demeanor. "I apologize, gentlemen, but that will be all the questions for now. It looks like these fine young men have picked out quite a few toys, and there is a matter of a bill that needs to be paid!" He patted his suit jacket, pretending to be looking for his wallet. "Now where did I put my credit card?" he joked. The reporters all laughed.

Peter Parker and Matt Murdock had made their way to the back of the crowd.

"He's hiding something," Murdock said. "His pulse sped up as soon as you handed him those papers. He was definitely lying when he said he didn't know what those were."

"That's enough for me," Peter said. "That son of a bitch is going to pay for what he did to Chloe." He watched as Wayne whispered something to someone at the front door. A well-dressed older gentleman, possibly Wayne's driver.

"What's he saying?" Peter asked.

Matt turned his head to one side, trying to tune out all the other voices in the room and hone in on just Bruce Wayne's whisper.

"Something about pulling the Rolls around," Murdock said. "He must be planning to leave."

"We'll see about that," Peter said. He started undoing the top button of his shirt and looking around for a place to make a quick change of attire. "Thank you for your help, Matt. You should get out of here."

Matt put a hand on Peter's shoulder. "Peter… don't do anything stupid. They're gunning for costumed heroes right now, you know that."

"This is something I have to do," Peter replied. "Something that's been a long time coming."

"Be careful," Murdock said.

But Peter had already pulled away and was heading for the back of the store.

Several minutes later Spider-Man was perched atop the FAO Schwarz building, crouching down and watching the traffic at the corner of 5th Avenue and 58th Street intently. He hoped he hadn't missed Bruce Wayne's Rolls Royce in the few minutes it had taken him to change into his costume and climb to the roof. The chartered buses to take the excited boys and their new purchases back to Gotham City were just pulling up outside the toy store.

Then he spotted it. Pulling out from behind one of the buses and rounding the corner was the Rolls Royce. Spider-Man didn't waste any time. "This one's for you, Chloe," he thought as he leapt down from the rooftop. With the accuracy and agility of a gymnast, he landed directly on the roof of the car. The THUD of the sudden landing caused the driver, one Alfred Pennyworth, to swerve and nearly crash the car. He screeched to a halt.

"End of the line, Mister Wayne!" Spider-Man yelled. He grabbed the car's sunroof with his left hand and pulled, yanking it right off with a loud SNAP! He reached into the car, expecting to grab Bruce Wayne by the lapels and hoist him up through the open sunroof. Instead he found… no one? The back seat of the car was empty.

Alfred Pennyworth exited the vehicle. "My word!" he gasped. "And here I thought Gotham cornered the market on grown men dressing up in garish costumes."

"Can it, Jeeves!" Spider-Man said, tossing the broken sunroof panel on the ground. "Where's your boss? He and I have unfinished busine-"

Before Spider-Man could finish his sentence, his spider sense warned him to duck quickly to his left. He did so, and narrowly missed being hit by three small objects that whirred right past his head. With a PLINK, PLINK, PLINK! they embedded themselves in the roof of the car. He yanked one out and examined it. It was a small, metallic projectile in the shape of a bat.

Spider-Man looked around. "Who…?"

Seemingly out of nowhere, a figure clad all in black leapt over the hood of the car. With a whirl of his cape the figure overtook Spider-Man and tackled him, sending both of them tumbling off of the Rolls Royce and landing hard on the ground. Spider-Man kicked the newcomer in the chest, knocking him off of him, then did a quick roll and leapt to his feet.

The figure rose as well. His horned cowl and the insignia on his chest left no doubt as to who he was: Gotham City's Dark Knight, the one and only Batman.

"What do you want with Bruce Wayne?" Batman snarled, his voice a low, gravely growl. With a flick of his wrist, two more bat-shaped projectiles popped out between his fingers. He stood poised, ready to throw them.

"Who are you, his secretary?" Spider-Man asked. "I didn't know I had to schedule an appointment through you." Spider-Man shot a blast of his impact webbing at Batman's hand, knocking away one of the projectiles.

Batman spun around, rolling with the impact of the webbing. He whirled all the way around and hurled the other batarang at Spider-Man. Acting on instinct from his spider sense, Spider-Man leapt to one side and dodged it. He jumped, bounced off a nearby wall and lunged at Batman. The Dark Knight grabbed the web-slinger, using his momentum and spinning him around, slamming his back into the Rolls Royce. One of the windows cracked upon the impact.

"WHAT DO YOU WANT WITH BRUCE WAYNE?" Batman roared again.

"Wait, seriously, is that your voice, for real?" Spider-Man asked. "You sound like Dr. Claw from Inspector Gadget. Say this for me: 'Next time, Gadget! Next time!' Seriously, say it, please?"

Batman headbutted Spider-Man. The sharp THWAK of his cowled head against Spider-Man's forehead had the web-slinger's vision go blurry for a moment. Spider-Man delivered a quick uppercut to Batman's chin with his left fist. Bracing his back against the Rolls, he planted his feet in Batman's chest and knocked him away with a strong kick.

"Who are you working for?" Batman snarled, taking a swing at Spider-Man. Spidey dodged the punch, but just barely.

"Okay, do this," Spider-Man said. He began clearing his throat over and over again. "Ahem! Ahem! Like that. I think you might just have some phlegm or something."

Batman threw a pellet that exploded in a hail of quick flashes and bursts of smoke. It was enough to throw off Spider-Man's senses for a moment. Batman delivered a punch that landed this time, connecting hard with Spider-Man's jaw. Then another, then another, before Spider-Man finally got his bearings back and was able to dodge again. Spider-Man ducked and charged forward, crashing his shoulder into Batman's chest and causing him to stumble backwards.

By now a crowd had gathered. The children flooded out of the toy store and surrounded the superhero fight, taking pictures, cheering their favorite hero, and arguing over who would kick whose ass.

As the fight raged on, Batman noticed two things. One, Spider-Man seemed to have a kind of precognitive intuition as to when and where Batman was going to attack, allowing him to dodge most of his punches. And two, he was heavily favoring one hand. He was holding his right arm back, throwing all of his punches and firing all of his webs with his left.

Batman whipped out three more batarangs. He knew he would have to be quick. Launch an assault at Spider-Man's left side, forcing him to leave the right unprotected. He launched the batarangs, one after the other, all aimed at Spider-Man's left side. Spidey ducked, then spun, then jumped to avoid them. Batman whirled around into a roundhouse kick. Just as Spider-Man landed, Batman delivered a crushing kick to Spider-Man's right wrist.

He howled with pain.

Spider-Man dropped to his knees. He held his wrist tightly to his chest. Tears were streaming down his face beneath his mask. He was in absolute agony.

"BATMAN! SPIDER-MAN! FREEZE!"

A metallic voice from somewhere above them reverberated through the air. Batman looked up to see a host of Iron Avengers descending upon them, swooping in on jetpacks and all carrying guns.

"Damn it," Batman growled.

The Iron Avengers touched down. There were at least two dozen of them. Each one of them had their gun trained on either Batman or Spider-Man.

"Batman. Spider-Man. You are hereby under arrest, by order of the President of the United States," one of the Iron Avengers said. He approached Batman, practically sticking the barrel of the gun in his face. "You have the right to remain silent. Anything you say or do will be-"

Batman grabbed the barrel and yanked the gun out of the Avenger's hand. He smashed the butt of the gun into the soldier's face, cracking his faceplate. Then he kicked the Avenger in the chest, sending him toppling backwards into the soldier behind him. Batman turned and swung the gun like a baseball bat, cracking it across another Avenger's face so hard that the gun snapped in two.

The Iron Avengers began firing wildly, spraying bullets at Batman. The children who had gathered around the fight screamed and quickly scattered, running for cover. Batman was absolutely enraged. If one of those children were to be hit by a stray bullet… He couldn't even finish the thought. Instead, he took out his rage with his fists, tearing into Iron Avenger after Iron Avenger.

Spider-Man managed to get to his feet. The pain in his wrist was worse than anything he'd ever felt in his life. But he didn't have time to tend to it now. The Iron Avengers had turned their attention to Batman. Spider-Man crept up behind one of them, then leapt onto his back. He sprayed a massive stream of webbing into the soldier's face, gumming up his faceplate. Then he grabbed the man's neck, steering him into the next Iron Avenger and sending them both tumbling to the ground. With a flick of his wrist, he snagged the guns away from two more Avengers with some quickly placed weblines.

One of the Iron Avengers began shooting at Spider-Man. His spider sense saved him again, but he was dragging. Sluggish. Drained to the point of exhaustion from the events of the past few days, let alone his fight with Batman. A bullet grazed his shoulder, taking a little chip of flesh and a splash of blood with it. Spider-Man collapsed to the ground.

The soldier aimed at Spider-Man, ready to fire again. He didn't get the chance. A billy club came out of nowhere and smashed into the Avenger's face, knocking his faceplate loose.

He spun around and brandished his gun, trying to find the source of the attack. His skewed faceplate kept him from seeing clearly, so he pulled his helmet off.

Before he even knew what was happening there was a garrote around the man's neck, forcefully yanking him backwards into an alley. The man looked up, and he would later swear that the last thing he saw before he passed out was the face of the devil himself.

Spider-Man wearily looked up to see Daredevil emerge from the alley, snapping the ends of his billy club back together and concealing the garrote wire.

"Nice of you to show up," Spider-Man said.

"Take a break, web-head," Daredevil said with a grin. Then he leapt right over Spider-Man and bashed another Iron Avenger in the back of the head.

"Ugh… don't mind if I do." Spider-Man slunk back into the alley. His wrist was throbbing, his shoulder was bleeding and felt like it was on fire, and his vision was starting to go blurry. "I think I'm just going to… oh, I don't know. Vomit and die, I guess."

Spider-Man had every intention of rejoining the fight. He just needed a moment or two to catch his breath and get his head to stop spinning. Then he would jump right back into the fray. That was his intention, at least. He would not get the chance.

One of the Iron Avengers followed Spider-Man into the alley. He pointed his gun at Spider-Man's head.

"Didn't you hear?" Spider-Man said. "I'm not playing any more. I have a note from my mom."

The Iron Avenger laughed. "Oh, Pete. Always ready with a joke or a one-liner."

Spider-Man froze. Was he delirious, or had this guy just called him by name?

"I'm sorry, have we met?" Spider-Man asked.

"What's wrong, old buddy?" the Iron Avenger asked. His faceplate slid up, revealing his face. "You look like you've seen a ghost."

Spider-Man was sure he must be hallucinating. Hallucinating, or dead. Those were the only explanations he could think of, because he was staring at the face of a dead man.

The face of Harry Osborn.

He was still trying to make sense of it when Harry reared back and cracked the butt of the gun against Spider-Man's head, knocking him out cold.


	13. Chapter Thirteen

CHAPTER THIRTEEN

John Allerdyce checked the text message one more time, just to make sure he had the right address. It just looked like an abandoned warehouse. Then he shrugged. Wasn't it always an abandoned warehouse? What was he expecting, he wondered to himself?

He went around to the delivery entrance in the back, as he'd been instructed, and knocked three times. After a moment, the door opened. A man grabbed John and roughly pulled him inside, then shoved him up face-first up against a wall.

"Hey!" John struggled to break free of the man's grip.

"Quiet!" the man barked. He forcefully clamped a metal collar around John's neck. Once it was secure, he finally released him.

"Didn't know it was going to be that kind of party!" John quipped as he rubbed his arm.

"Yeah, you're only the fourth person to make that joke so far," the man said. "Shut up and get in there." He indicated a door leading to another part of the warehouse.

A little reluctant after how he'd just been treated, John slowly opened the door and peered into the next room. He actually let out a small gasp. There were about a dozen others already here; some of them he recognized, some of them he didn't. All of them sported metal collars around their necks just like the one that had been forced on John.

Among those he recognized: Victor Creed, also known as Sabretooth, a feral mutant killing machine. Sergei Kravinoff, a.k.a. Kraven the Hunter, an expert tracker whose game of choice was superheroes. Emma Frost, a world class telepath who also had the ability to turn her body into unbreakable diamond. And Deadpool, a mercenary with a mouth and a mean streak. There were at least six or seven others that he didn't know.

John decided to talk to the familiar faces in the crowd in hopes of finding out what was going on. He walked over near Deadpool, who was leaning casually against the wall and surveying the crowd himself. There was a nervous looking bespectacled man with dark hair standing next to Deadpool that John did not recognize.

"So what do you make of all this?" John asked. "I only know about half of the people here."

"Professor Jonathan Crane," the other gentlemen introduced himself, extending a hand to John.

"Nice to meet your Dr. Crane," John said, accepting the handshake. "Do you have any idea what's going on here, or who gathered us together? And who are those people over there?"

"I know some of them," Crane replied. "The man in the blue parka goes by the name Captain Cold. The one with the glowing green rock in his chest is John Corben, although I hear he is calling himself Metallo now. The young man next to him is Rudy Jones, also called Parasite."

"And what about those two back there? The big guys?" John gestured to two large figures near the back of the room who were keeping to themselves.

"The one with the apparatus over his face is called Bane," Dr. Crane said. "He is a mercenary, usually works for John Daggett I believe."

"And the one that looks like a reject from The Walking Dead?"

"He's called Solomon Grundy. And he is, in fact, a zombie."

"Hmmm..." Deadpool stroked his chin. "Marvel and DC villains, gathered together in one room. We must be in a fanfic."

"I'm sorry, a what?" Crane asked, confused.

"A fanfic. You know, fan fiction," Deadpool explained. "This is probably being written in some nerd's basement to be posted on some website somewhere for the enjoyment of other nerds and geeks."

"Dr. Crane, this is Deadpool," John said. "He's completely insane and always thinks he's in some comic book or movie or video game. He's convinced that none of this is real and everything we do or say is being thought up by writers in some other 'real world' universe."

"Fascinating," Crane replied. "I would love to psychoanalyze you sometime, Mr. Pool."

"The last person who tried ended up slitting his wrists after 5 minutes with me," Deadpool said.

John leaned in close to Dr. Crane. "Whatever you do, don't mention a movie called 'X-Men Origins: Wolverine.' I don't know what it is, but it drives him absolutely crazy."

"I heard that," Deadpool said, grabbing the handle of the sword he kept strapped to his back.

The front door opened and an imposing African American woman strode confidently into the room. She was followed closely behind by the man who had slapped the collar on Allerdyce when he first arrived.

"Thank you all for coming," the woman said. "I'm sure you're wondering who I am and why you've been gathered here this evening." She quickly commanded the attention of everyone in the room with her cool, authoritative demeanor. "My name is Amanda Waller, and this gentleman is Col. Rick Flag."

"I'd hesitate to call him a gentleman," Emma Frost said, rubbing her neck just above the collar he'd strapped on her as well. "A man usually has to buy me dinner first before he can manhandle me like that."

There was some laughter from the group of villains.

"Quiet," Waller barked. "Each and every one of you has a rap sheet longer than my arm. You are all wanted criminals, many of you facing life sentences or worse if you are apprehended. How many of you would like to do something about that?"

"Like what?" Captain Cold yelled out.

"You've been carefully selected for a series of missions," Waller continued. "Should you succeed in these missions, your criminal records will be erased. You will be pardoned for all of your crimes."

This led to even more laughter from the group.

"And you have the authority to pardon us?" Corben asked.

"She doesn't," a voice said from somewhere in the shadows. A hush went over the crowd. They hadn't even realized anyone else was in the room. Then, out of the darkness stepped none other than Lex Luthor himself, wearing the white suit and tie and black glove that he'd frequently sported as of late. "But I do," he declared.

"You gotta be kidding me," Sabretooth muttered.

Two more men emerged from the shadows just behind Lex. John Allerdyce recognized them immediately as Bullseye and Deadshot. He hadn't seen any of them since that night, months ago. Election night. The night Lex was elected president. The night they'd slaughtered Bill Church and Silvio Manfredi and all their men, then burned the restaurant to the ground. John wondered if his performance that night, torching the place with his mutant power, was what had earned him his place in this group tonight.

"As you all know, Superman and the Justice League were recently declared traitors to the United States. They are to be arrested on sight," Lex said. "The Iron Avengers were tasked with apprehending them. However, so far they have been largely unsuccessful."

"Is it true that Batman and Daredevil took out a whole team of Iron Avengers by themselves?" Rudy Jones asked.

"I will not be commenting on that," Lex replied, rather annoyed.

"Your first mission will be to bring down the Justice League," Waller stated. "Bring them in alive if possible, dead if necessary."

"Except Superman," Lex said. "I need him alive. Do you understand me?" He looked at John Corben and Rudy Jones. "Superman gets brought in alive."

"Why do we wear collars, like animals?" Kraven asked.

"To keep you in line like animals," Rick Flag barked. He produced another collar and set it on a wooden chair near the front of the room. Then he took a small remote control device off of his belt. He pulled a trigger on the remote, then pressed a button on the top. The collar started beeping like crazy, and a series of red LED lights on the side of the collar began to blink. Then, with a deafening BANG!, the collar exploded, blowing the chair apart and sending chards of wood flying all over the room.

"If you attempt to escape, disobey an order, or otherwise compromise the mission in any way, I will not hesitate to literally blow your head off," Flag threatened. "Should you attempt to remove or disable the collar, it will detonate automatically."

As the others murmured uncomfortably, Lex quietly turned to Bullseye and Deadshot and took them aside.

"I want the two of you on this mission as well," Lex told them.

They looked at each other in surprise.

"Are you sure, boss?" Bullseye asked.

"Absolutely. A group like this will be hard to control, even with Flag holding the detonator." He handed each of them an earpiece and a lapel pin. "The pin has a camera in it. You two will be my eyes and ears."

"You comfortable walking around without security?" Deadshot asked.

"I can take care of myself," Lex insisted. "This mission takes top priority."

Waller continued to address the group. "Follow orders like good soldiers and you may earn a presidential pardon and your freedom. Disobey and be killed. Simple enough?"

"So what are we, some kind of secret government Task Force X?" Corben asked.

"More like a Suicide Squad," Lex said with a grin.

"So where do we start?" Captain Cold asked.

"By storming the Justice League's headquarters," Waller said. This drew more laughter from the crowd.

"Are you on crack, Waller?" Rudy Jones exclaimed. "No one knows where their headquarters is."

"A couple of days ago you would have been right," Lex said. "There have been some recent developments. A member of the Justice League has defected. Decided to come over and join the winning team." He gestured proudly toward the door. Col. Flag walked over and opened it.

The villains gave out a collective gasp when they saw who walked into the room.

"No way is that him," John Allerdyce said.

Kraven sniffed the air. "It is him," he insisted. "I would know the scent of that accursed wall-crawler anywhere."

As hard as it was for the group to comprehend, they were staring in disbelief at the Amazing Spider-Man.

"It's me, all right," Spider-Man said. "Your friendly neighborhood Spider-Man. And I know where the Justice League headquarters is, and I am more than happy to take you there."


	14. Chapter Fourteen

CHAPTER FOURTEEN

Three Boeing CH-47D Chinook helicopters flew over the open fields of Smallville, Kansas. One carried the entirety of the newly formed Suicide Squad. The other two were packed full of Iron Avengers.

On the Suicide Squad's flight, just barely audible over the noise of the helicopter rotors were half-heard conversations speculating about why Spider-Man turned against the Justice League, if he could really be trusted, and if it was even really him.

Deadpool sat next to Captain Cold. He nodded toward the gun Captain Cold cradled between his hands.

"What's that gun do?" Deadpool asked.

"It's my cold gun," Captain Cold replied. "It fires a cold beam that freezes anything it touches instantly."

"Isn't that Mr. Freeze's shtick?"

"Mr. Freeze's 'shtick' is going on and on about how all emotion has been frozen out of him, yet he cries like a baby over his disease-ridden wife floating around in a tank of goo."

"I take it you've had this conversation before," Deadpool said. He turned to the other side and found himself staring up at the massive frame of the man known as Bane. "And what's your deal, big guy?" he asked, pointing at the apparatus Bane wore over his face. "Sleep apnea mask?"

"You are extremely annoying, little man," Bane replied, his voice a muffled hiss coming through the mechanism over his mouth.

"And you sound like Darth Vader doing a Sean Connery impression," Deadpool said.

"If you utter one more word I will rip your head from your body," Bane declared.

Deadpool sank back in his seat, deciding to try his very best to keep his thoughts to himself for the rest of the flight.

The helicopter began to descend as Spider-Man pointed out the desired landing spot. The other two copters followed suit.

"You think that's really him, Queenie?" Bullseye asked Emma Frost. He tilted his head in Spider-Man's general direction. "Is that really the bug?"

"I did a mental scan on him," Emma replied. "He believes he is Spider-Man. His thoughts and memories seem consistent with what I know of Spider-Man. As far as I can tell, he is who he says he is."

"So why's he hatin' on the Justice League all of a sudden? Mind control?"

"No, not mind control. Not in the sense that someone is controlling his actions, anyway. But something does seem a little... off. His mind is cloudy. Confused. There may have been some tampering. I'm not sure."

"Tampering?" Bullseye repeated. "So do you think that— URK!" He was cut off in mid-sentence by a quick metallic pull around his neck. His hands flew to his throat. He whirled around to see Rick Flag right behind him. He had just fastened one of the explosive collars around Bullseye's neck.

"Necessary precaution," Flag said.

"Are you out of your bloody mind?!"

But Flag had already moved on, and was in the process of securing a collar around Deadshot's neck as well.

"We're right-hand men to the President of the United States!" Deadshot exclaimed. "He asked us to come on this mission personally!"

"And he instructed me that if anyone compromises this mission to blow their damn head off," Flag said. "Don't worry, boys. I'm sure you'll be on your best behavior and have absolutely nothing to worry about."

Bulleye and Deadshot glared at each other, both men absolutely livid.

All three helicopters landed in an area called Miller's Bend. As soon as they touched down, the Suicide Squad filed out. Close to 50 Iron Avengers poured out of the other two copters; each Iron Avenger carried either an assault rifle or a tranquilizer gun.

Spider-Man led them through an opening down into the Kawatche Caves that ran beneath Smallville.

"Do you really mean to tell me that the Justice League meets in a cave beneath Farmville?" John Allerdyce asked.

"It's Smallville, not Farmville," Spider-Man replied. "Farmville is a Facebook game. And no, the Justice League doesn't meet here. This is just a shortcut."

"If this is the shortcut, I'd hate to see what the scenic route is like," Deadpool quipped.

"If we were to take the direct approach to the Justice League's headquarters, they'd see us coming miles away," Spider-Man explained. "Think of this as the 'back door' to the clubhouse."

They stopped in a large alcove within one of the caves. There were indentations and hieroglyphics all over the walls. One wall in particular had a recess in the shape of an octagon. Spider-Man extended his hand to Rick Flag.

"Colonel? You have something for me?" he asked.

"Assault Team B raided the farm as you instructed," Col. Flag replied. "It was right where you said it was, in a lockbox in the barn loft." Flag handed Spider-Man a metal octagonal-shaped disc.

"Okay, everyone," Spider-Man said. "Gather in real close. And if anyone is pregnant or has a heart condition now is the time to speak up, because this is one wild ride!"

Spider-Man slapped the octagonal key into the recess in the cave wall. The hieroglyphs began to glow and rotate around. Gradually, the light emanating from the hieroglyphics grew brighter and brighter until it filled the cave. The Suicide Squad and the Iron Avengers felt themselves being swept away. And then, like the soft 'poof' of a candle being snuffed out, they were gone.

New York City. The N-Zone Prison was built on what had formerly been Ryker's Island, located on the East River between Queens and the Bronx. Huge pillars had been constructed all around the island to block the structure from view, as when the prison was in its half-materialized state it was found to be so unnatural and unsettling for the human eye to look at that it often made people nauseous, dizzy, and even susceptible to epileptic seizures.

On the mainland in Queens directly across from Ryker's Island was a building that had come to be known as The Ferry. It was within this building that the teleportation system which transported inmates into the prison was housed. This was now the only access to the island – the Francis Buono Bridge had been torn down so that physical access to the island was not possible. The only way into or out of the N-Zone Prison was to be teleported via the equipment in The Ferry.

President Luthor was escorted down the main corridor of The Ferry by Warden Bolton.

"Thank you for coming, Mr. President," Bolton said. "I apologize for taking up any of your time, but our newest inmate insisted that he has information about the death of the Fantastic Four that he would give only to you. Normally I would dismiss it, but he was so persistent..."

"You did the right thing, Lyle," Lex replied. "The Baxter Building tragedy was a senseless act of terrorism that never should have occurred under my watch. If this prisoner really does have information about how it occurred, then it's important that we take it seriously."

Two armed guards were posted outside the lab where the teleportation system was housed.

"Guards," Bolton said. "Please accompany the president into the lab."

"That won't be necessary," Lex said. "I would like to speak with the prisoner alone."

"But... Mister President, are you sure?" Bolton asked. "You don't have your personal security team with you..."

"Is the prisoner immobilized?" Lex asked.

"Well, yes..."

"Then what's the problem?"

"I... Of course, Mister President. As you wish. Guards, please allow the president access to the lab," Bolton said.

The guards complied and opened the steel security door. Lex walked confidently into the room as they shut the door behind him.

The room was filled with elaborate equipment not unlike what had been in Reed Richards' laboratory at the Baxter Building. In the center of the room was a huge teleportation pad, much larger than the scaled-down version in Reed's lab. Standing in the center of the pad, immobilized by magnetic restraints, was Victor Stone, a.k.a. Cyborg.

"Lex," Cyborg said. "I never thought I'd say this in all my life, but I'm glad to see you."

"Spare me the sentiment, Mr. Stone," Lex said. "I'm a very busy man, and I don't really have time for social calls."

Cyborg had been apprehended in a raid on STAR Labs by the Iron Avengers. As a known associate of the Justice League, he was being arrested for aiding and abetting Superman.

"I finished decoding the message that Reed Richards sent just before the Baxter Building went down," Cyborg explained. "There's something very wrong with the N-Zone Prison. It's becoming unstable. If Richards' calculations are correct, in a matter of weeks the prison is going to be pulled completely into the Negative Zone, triggering an anti-matter explosion that will wipe out New York."

"I know," Lex said.

"You... know?" Cyborg was stunned.

"Of course. And Richards' calculations were incorrect. Or, at least, 'generous.' The prison only has a matter of days left, not weeks."

"Lex, what the hell is wrong with you?! You need to get Tony Stark or Hank Pym or someone working on this right now!"

"Or, I can have the world's heroes locked up inside and let the prison get sucked into the abyss forever," Lex replied with a shrug. "Which one do you think I'm more likely to do?"

"Everyone in New York will be killed by the explosion!"

"That all depends on how well the stasis field holds up," Lex said. "It should contain most of the blast. If it does, we might only lose Queens and the Bronx, which, if you ask me, is no big loss. If the stasis field breaks down, however, we'll probably lose most of the northeastern United States."

Cyborg was in shock. Lex knew the prison was unstable, and didn't care. He was willing to allow millions of people to die if it meant he got to rid the world of superheroes.

Lex started adjusting some of the controls on the main console.

"And now I get to go join the rest of the doomed people inside that prison," Cyborg said.

Lex gave Cyborg a wry smile. "I wouldn't start any long novels," he said.

"There was another part to the message," Cyborg continued. "The Baxter Building was brought down by four Mother Boxes strapped to the building's support columns. Mother Box technology is not of this earth. It's from another planet. There's no way Dr. Doom could have gotten his hands on that. You would need equipment that would give you access to other worlds. Equipment like you have here in this lab, Lex. But I'm guessing you already knew all that, too."

Lex just nodded as he made the final adjustments to the controls that would beam Cyborg directly into the prison. "Correct," he finally said.

"You killed Reed Richards because he figured out the prison was unstable."

"No," Lex said. "Although that was very fortunate timing, I will admit. No, what happened to the Fantastic Four is only one small part of a very large picture. A picture so large and complex that you would need another software upgrade just to process it, Victor." Lex placed his hand on a lever in the middle of the console. "I'm sorry you won't get to see how this all plays out."

"The Justice League will stop you," Cyborg said, defiantly.

Lex raised an eyebrow and looked at his watch. "I wouldn't count on it," he said.

With that, he threw the lever. A huge beam of red light shot up and down through the platform Cyborg was standing on. He seemed to be ripped apart, atom by atom, as he was transported away. He would re-materialize inside the N-Zone prison and be taken directly to his cell. A cell which, if Lex had his way, Cyborg would never leave.

The Daily Planet Building. Metropolis. Clark Kent sat at his desk, typing away on a story about a dock strike. His phone rang. He barely took his eyes away from the screen as he picked up the receiver and held it to his ear.

"Clark Kent," he said, answering the phone.

"Mr. Kent. I need you to listen very carefully." It was the same electronically garbled voice that he'd heard on the payphone the night before Lex's press conference.

"Who is this?" Clark snapped.

"Who I am is not important," the voice insisted.

"Yes, it is," Clark said. "Because unless the next words out of your mouth are your name, I'm hanging up this phone."

"The Justice League headquarters is about to be attacked," the voice replied.

Clark paused. His first instinct was that the caller was bluffing. There was no way anyone could know where the Justice League headquarters was, let alone make an attack on it. Yet, whoever this was obviously knew that Clark was Superman. And his tip about the press conference had been right.

"Prove it," Clark said finally, slowly standing up. He had the sudden realization that today was the day the League was due to meet again. Right now, in fact.

"The Justice League's headquarters is in your secret fortress in New York Harbor, hidden by a hologram of the Statue of Liberty," the voice said.

There were only a handful of people outside of the Justice League who even knew that fortress existed.

"Okay..." Clark said. Almost subconsciously his hand reached up and started loosening his tie. He eyed the door that led to the stairwell. "Let's say I believe you. Who exactly is attacking it?"

"Spider-Man is leading a team of villains there right now."

"That's ridiculous. He would never-"

"He's leading them there through the portal in the Kawatche caves."

That did it. Spider-Man did know about the portal in the caves. Clark had personally brought Peter Parker through that very portal when they went to the farm to watch the inauguration.

Clark threw down the phone receiver and sped out the door, sending papers flying all over the Daily Planet newsroom. The receiver bounced off the desk and over the edge, hanging by the cord and swinging back and forth.

"Kent, wait!" the voice on the other end yelled. "Corben is there! They have kryptonite! Kent! Are you still there? Kent!"

Justice League headquarters, the secret fortress in New York Harbor. Mere moments after Spider-Man had inserted the octagonal key in the cave wall, the Suicide Squad and the team of Iron Avengers materialized deep within the crystalline halls of the fortress. They looked around, disoriented.

"Whoa... what the hell just happened?" Rudy Jones exclaimed.

"Shhhh..." Spider-Man held a finger to his mouth. "Keep quiet and follow me."

They lined up single file and silently followed Spider-Man through the winding corridors of the fortress, looking around in wonder. After a minute or two, they could hear voices up ahead. When they got close enough they could actually see the members of the League gathering around the large table in the main chamber.

"Jeez... it's really them," Corben whispered. "That's Wonder Woman, and Green Arrow... and that's Black Canary..."

"And Storm, and Beast," Sabretooth added.

"And Flash, and Green Lantern," Captain Cold continued.

"That's Captain America, and Thor," Rick Flag said.

"Who's the green guy?" John Allerdyce asked.

"That's J'onn J'onzz," Emma Frost answered. "He's a very powerful telepath. I'm mentally cloaking our presence here but I won't be able to for long, not from him at least."

"Then we need to strike fast," Kraven said. "What is the plan?"

"If I may make a suggestion," Captain Cold spoke up. "We need to take Flash out first. If we don't, he's so fast he'll take out half of our team before you can blink." He held up his cold gun. "Let me go in first and freeze him."

"How close do you need to get?" Emma asked. "I'm having trouble keeping us hidden as it is. If you're planning to stroll right in there I can't guarantee I can keep them all from seeing you, especially not the Martian."

"Then let me do it," Spider-Man said, taking Captain Cold's gun. "They'll be expecting me to show up for the meeting anyway. I can walk right up to them, and all you have to do is keep them from seeing the gun in my hand. That will be easier, right?"

Emma nodded in agreement.

Deadpool let out a giggle.

"What the hell are you laughing at, you psychopath?" Rick Flag snapped.

"Oh, sorry! I was just thinking about how the next chapter is going to be the most unbelievably bad-ass chapter EVER!" Deadpool replied. "I don't know how the readers will possibly stand the wait until next week!"


	15. Chapter Fifteen

CHAPTER FIFTEEN

The rest of the League was already gathered around the large conference table when Spider-Man came strolling in.

"Spider-Man! Thank Hera you're all right," Wonder Woman exclaimed.

"Some of the news outlets were reporting that you'd been captured by the Iron Avengers," Green Arrow added.

Spider-Man shrugged. "In my experience, you can't trust the media. Especially that rag, The Daily Bugle."

"Was Batman really there?" Black Canary asked. "And Daredevil?"

"Eh, they were there, but I did most of the heavy lifting," Spider-Man replied. "I took out most of those Iron Man wannabes all by myself before those two horn-headed clowns even knew what was going on."

Some members of the League laughed. Captain America, however, was not amused.

"Spider-Man, are you all right?" Cap asked. "You don't seem quite like yourself."

"Never better, Cap!" Spider-Man replied. "For the first time in a long time, things are finally looking up for the ol' web-slinger."

Flash smiled and nodded at Spider-Man. "Hey bro," he said. "I'm glad you're okay. We were all worried."

Spider-Man slowly raised his arm and pointed at Flash. "Thanks, 'bro,'" Spider-Man said. "I can't tell you how much that means to m-"

There was a deafening sonic boom as Superman crashed in through the wall, sending shards of crystal everywhere. He straight-armed Spider-Man, sending him flying across the room. As he did, Captain Cold's cold gun flew from Spider-Man's grasp and went skittering across the floor.

"What the-?!" Flash leapt to his feet. "Where'd that gun come from?"

J'onn gasped. "We were mentally blocked from seeing it..." He turned and stared down what looked like an empty corridor. "We are not alone!" he yelled. "The fortress is under attack!"

"Might as well drop the mental cloak, Queenie," a voice with an Irish accent said. "The Martian knows we're here."

One by one a horde of villains appeared seemingly out of nowhere. Rick Flag. Bullseye. Deadshot. Sabretooth. Kraven The Hunter. John Corben, a.k.a. Metallo. Rudy "The Parasite" Jones. Dr. Jonathan Crane, a.k.a Scarecrow. Deadpool. John "Pyro" Allerdyce. Bane. Solomon Grundy. Captain Cold. Emma Frost, the telepath who had been mentally preventing the League from seeing them up to this point. And a battalion of about 50 Iron Avengers.

"Justice League!" Rick Flag shouted. "You are under arrest by order of the President of the United States! Surrender peacefully and no one will be hurt."

The rest of the League quickly gathered around Superman – Green Lantern, Flash, Wonder Woman, Beast, and J'onn on his right; Captain America, Green Arrow, Black Canary, Thor, and Storm on his left.

"Yeah, I don't see that happening," Green Lantern said, an emerald aura forming around his closed fist.

"This will be your only warning," Col. Flag said. "Any attempt to resist arrest will be seen as-"

There was a whoosh of air followed by a CLANG! CLANG! CLANG! CLANG! CLANG!

All around Col. Flag Iron Avengers were knocked to the ground one after the other, an orange and yellow blur streaking between them as they fell.

"What the devil?!"

"Damn it, Flag, I told you we needed to take out Flash first!" Captain Cold yelled. He ducked as one of the Iron Avengers was thrown right over his head, the soldier banging off the wall and clanging to the ground.

"Suicide Squad, attack!" Flag yelled. He picked up one of the assault rifles from a fallen Iron Avenger and began firing wildly at the assembled heroes as the villains charged in.

Captain Cold ran for his gun which still lay in the middle of the floor. He dove and grabbed it as heroes and villains broke out into a huge brawl all around him. He aimed the gun carefully and tried to get a fix on the Flash as he darted around the fortress taking out Iron Avengers. He fired the gun, a huge blast of icy cold shooting across the room. The beam missed Flash and froze two Iron Avengers together.

"Damn it," he muttered.

He fired again, freezing another Iron Avenger in place.

"I told them, I told them, I told them," he mumbled. He fired again, completely missing the Flash yet again.

Parasite and Metallo rushed Superman. Parasite jumped on the Man of Steel's back and planted his hands firmly on either side of his neck, sucking strength from him as Corben delivered blow after blow to Superman's face, weakening him with the huge chunk of green kryptonite in his chest cavity.

J'onn grabbed Green Lantern by the arm. "Jordan, get Banner out of here and take him as far away as you can!"

Green Lantern blinked. "Bruce Banner is HERE?" he exclaimed.

"He's been traveling with me," J'onn said, pointing down another hallway of the vast fortress. "I've been using my mental powers to keep him calm."

"Oh yeah, I see that working out reeeaal well," GL replied. He took off sprinting for the hallway that J'onn had indicated.

Suddenly, Deadpool jumped out and blocked his path. The mercenary drew his sword.

"Hiya, handsome!" Deadpool said. "Not leaving the party already, are you, Van Wilder?"

Green Lantern instantly generated a sword with his ring and squared off with Deadpool. "I don't have time for this. Get out of my way, now."

"I'm afraid I can't do that," Deadpool said. He lunged at GL, swinging his sword wildly. Green Lantern countered perfectly, blocking the sword with his own.

Rick Flag continued to fire his assault rifle at the heroes. Wonder Woman blocked the bullets with her bracelets, sending them ricocheting around the fortress. She walked calmly toward Flag, never breaking her confident stride as bullet after bullet bounced off her criss-crossed wrists. She grabbed the gun right out of his hands and broke it in half, then picked him up by his collar and hoisted him into the air. Like an Olympian throwing a javelin, Wonder Woman effortlessly hurled Rick Flag clear across the fortress.

No sooner had she done that than Sabretooth pounced on her, digging his claws into her back over and over again. She cried out in pain, thrashing around and trying to shake the feral mutant off of her.

Solomon Grundy tore through the room like a bull in the proverbial china shop, smashing the crystal spires of the fortress and screaming like a madman. "Solomon Grudy!" he roared. "Born on a Monday!"

Thor whirled his hammer around and around in his hand. "You remind me of something I fought on Jotunheim," he said to Grundy.

"Solomon Grundy, born on a Monday!" Grundy yelled again. He charged at Thor, slashing and clawing at him with his grotesque and rotting fingernails.

"Can't you say anything else?" Thor asked. He swung the mighty Mjolnir at Grundy. The hammer cracked across Grundy's face, sending a few of the monster's decaying teeth flying from his mouth.

"Christened on Tuesday!" Grundy bellowed. "Married on Wednesday!" He leapt at Thor and tried to bite his throat out, gnashing his teeth at Thor's neck.

"My eternal pity for the poor soul who would marry you, Solomon Grundy!" Thor said. He swung the hammer upwards and delivered a crushing uppercut to Grundy's chin, dislocating the brute's jaw and sending him crashing to the ground.

The miserable creature picked himself up and lurched toward Thor again. "Took ill on Thursday," he murmured, his jaw hanging loose and askew. "Grew worse on Friday! Died on Saturday! Buried on Sunday!"

All the noise drew Dr. Garner from his room. He stepped out to investigate, only to find an Iron Avenger standing right outside his doorway.

"What in the world is going on?" Garner asked.

The Iron Avenger spun around and fired two quick tranquilizer darts at Dr. Garner. Garner staggered back and fell to the ground unconscious.

Captain Cold continued to fire his cold gun around the fortress, trying desperately to hit the Flash. He was so focused on this task that he didn't notice an arrow whizz across the room and lodge itself in the barrel of the gun. He pulled the trigger again and the gun backfired, sending a spray of freon directly into his eyes and blinding him. He screeched and dropped the broken gun, clawing and scratching at his burning eyes.

"Someone take out the freaking Flash!" Captain Cold yelled as three more Iron Avengers clanked to the ground right next to him.

"On it," Emma Frost said. With a thought, she silently reached into Flash's mind and slowed his thoughts down, bringing his surge of scarlet speed to an abrupt halt.

"Hey... what's... happening... to... me?" he said, speaking in a slow-mo slur. He felt like he was trying to run through water.

As Flash struggled to move, the mountain of a man known as Bane grabbed him roughly by the shoulder. "Let's see how fast you are, little man..." Bane hissed, lifting Flash right up off the ground and holding him over his head. "...when you cannot feel your legs!"

With brutal fury, Bane brought Flash down hard and cracked his spine over his knee, shattering at least three vertebrae. Flash shook and convulsed as he lost all sensation below his waist. Bane cast his body aside as if throwing out a piece of trash.

"Bart!" Superman yelled, trying to break free of Parasite's grip. Rudy Jones' skin turned a sweet shade of violet as pure purple energy flowed out of Superman's body and into his own.

"Hold still!" Rudy said. "Oh man, his strength is such a rush... it's like freaking cocaine..." Metallo cracked another punch across Superman's face, nearly knocking him to the ground.

Beast started to run to Flash's aid when Kraven leapt out from his hiding place behind one of the fortress's crystal stalagmites with a spear in his hand. He savagely stabbed the spear into Beast's side. Beast howled as Kraven threw his arm around his throat and plunged the blade in deeper.

"Your fur will make a wonderful rug, you magnificent blue specimen," Kraven snarled in Beast's ear. His breath stank like tobacco and rotten meat.

The normally reserved and docile Beast was filled with the uncanny rage of a cornered animal. He lashed out with a ferocity he did not think himself capable of, raking his clawed fingers across Kraven's eyes and trying to bite his face. Beast ripped the spear out of his own body and threw it aside.

"Yes! The fury of battle!" Kraven exclaimed with perverted excitement.

They rolled across the ground right past Deadpool and Green Lantern who continued their sword fight, matching each other blow for blow as their swords clashed again and again.

"So that sword is created by your little ring, right?" Deadpool asked as he and GL continued to spar.

"Shut up," Green Lantern replied, in no mood to banter with the psychopath.

"I never got the whole jewelry-on-men thing," Deadpool commented. "Besides, what happens if someone does... something... like... THIS!"

He knocked Green Lantern's sword to the side, moved in close, and kneed him in the groin. GL doubled over in pain, losing his focus and causing the sword to vanish instantly. With the weapon gone, Deadpool whirled around and brought his sword down hard, slicing Green Lantern's finger clean off with one stroke. There was a spurt of blood as both the ring and GL's finger went flying across the room.

Green Lantern screamed, grabbing his hand and falling to his knees. His costume faded away and he reverted back to Hal Jordan, clutching his injured hand. Deadpool went chasing after the ring as it bounced and rolled across the fortress floor.

"Finders keepers!" he called out, running after the elusive ring.

Captain America ran towards Bane, determined to take down the brute who had just crippled the Flash. He threw his shield ahead of him as he ran, knocking the guns out of the hands of two Iron Avengers. They turned to face him, and with a punch and a kick he knocked them to the ground. The shield flew back to him and he caught it just as he reached Bane, thrusting the shield upward and jamming it right into the man's chin. He slammed his fist into the mechanism over Bane's mouth, cracking it slightly and knocking it off kilter.

"The super solider!" Bane cackled. "You are nothing to me but practice!" He socked Cap in the jaw and nearly knocked him to the ground. He went to strike him again but Cap blocked his punch with his shield, the adamantium-vibranium alloy deflecting the impact perfectly. Bane struck the shield again and again, each time the shield took the force of the blow and neutralized it.

The shield was ripped out of Captain America's hand by a sudden webline. He whirled around to see Spider-Man yank the shield to himself. The web-slinger gave Cap a mocking salute, and then ran off with the shield.

"No shield to protect you!" Bane laughed. "Pity!" He pummeled his fists into Captain America over and over again. Cap countered the punches as best he could and landed a few solid ones of his own, but a strong blow to Captain America's head left him woozy. Another haymaker from Bane directly into Cap's face sent him to the floor. Bane viciously stomped on Captain America's head, knocking the super soldier out.

Bullseye and Deadshot each grabbed an assault rifle from an unconscious Iron Avenger and headed for higher ground, climbing up the walls of the fortress looking for a suitable perch to shoot from.

Rick Flag, still lying on the ground after being thrown by Wonder Woman, slowly crawled toward another rifle that lay on the floor as well. He cautiously reached out his hand to grab it. An arrow zipped through the air and embedded itself in Flag's shirtsleeve, pinning his arm to the floor. He looked up and spotted Green Arrow, crouched high atop a giant crystal spire at the far end of the room. Another arrow sailed across the room and pinned Flag's other arm to the ground, immobilizing him.

Wonder Woman finally flipped Sabretooth off of her. She flew at Emma Frost, punching her savagely across the face. She kicked her in the stomach, knocking the wind out of her. She grabbed Emma's blonde hair and pulled her head right into her knee, driving it into Emma's face and nearly breaking her nose.

"Amazonian bitch," Emma sputtered as blood dripped from her nose into her mouth. She instantly converted into her diamond form, her body transforming into a rock-solid impenetrable substance.

"Oh, sweetie, thank you so much for doing that," Black Canary chirped, sneaking up behind Emma. With the precision of an opera singer, Canary belted out an ear-piercing shriek that hit exactly the right note to shatter Emma's diamond form. Emma's eyes and mouth went wide as a crack shot up her entire body. She shook violently as Canary's cry grew louder and louder, and just as she hit the peak of her crescendo Emma Frost exploded into a million diamond pieces. The force of Canary's pitch-perfect sonic scream resonated across the entire fortress, blowing out the walls and sending shards of crystal flying out into New York Harbor for miles.

Black Canary's cry came to an abrupt halt as an Iron Avenger put two tranquilizer darts in her neck, locking up her vocal cords and then sending her to the ground unconscious.

Sabretooth got to his feet and attempted to rush at Wonder Woman again, but Storm stepped in his way. He snarled, drool dripping from his fangs. He snapped at her like a rabid dog. Storm's pupils went pure white as she summoned the elements to aid her. A gale force wind blew in through the holes in the fortress walls, bringing water from the harbor with it and creating a virtual hurricane in the fortress. Sabretooth was blown across the fortress in a huge blast of water, dousing him like a drowned rat.

Deadpool had almost glommed onto the power ring as a huge rush of water whisked it away from him. He cursed as he slipped and fell to the ground, then began crawling and splashing through the torrential stream in an attempt to find the ring again.

The rush of wind and water increased, sending everyone tumbling around the fortress like rag dolls. Superman was finally knocked free of Parasite's death grip, but Metallo grabbed onto him and refused to let go even as they were blown around by storm.

From their perch high above the battle, Bullseye and Deadshot each attempted to get a clear shot at Storm through the hurricane that was now tearing the fortress apart.

"I've got a shot!" Deadshot yelled over the ruckus. "I'm taking her out!"

Before he could pull the trigger, an arrow zipped through the air and knocked the gun out of his hand.

"Oh, come on!" Deadshot yelled.

"Bloody amateur," Bullseye said, shaking his head in disgust. He attempted to line up his own shot through the mist that the raging water was kicking up.

Across the fortress, Green Arrow strung another arrow into his bow and took aim at Bullseye, cursing himself for not taking that maniac out earlier. The scar on his throat was a constant reminder of what that psychopath was capable of. Just as he was about to fire, Captain America's shield slammed into his shoulder. The arrow flew wildly off wide to the right. Green Arrow looked up with a start to see Spider-Man leap right over him, pick the shield back up and swing away again on a webline.

Bullseye fired. The bullet cut through the wind and water and clipped Storm in the shoulder. She fell, and the hurricane subsided almost instantly. The water rushed back out of the fortress, but it still left the combatants wet and weary.

Parasite got up and shook the water off of him, his skin radiating purple energy. "Look at me!" he yelled, hopped up on the energy he'd siphoned from Superman. "I'm as strong as the Man of Steel!" He ran over to where Grundy was still wrestling with Thor. He punched Thor as hard as he could, knocking the god of thunder to the ground. Grundy jumped on top of Thor, still trying to bite his throat despite having his jaw dislocated.

J'onn, horrified at the carnage taking place all around him, was attempting to quell the violence telepathically and shut down the minds of his enemies. Even with Emma Frost's body shattered, however, he could still sense her presence around him acting as a mental buffer preventing him from attaining the focus that such a feat required.

Suddenly, a strange misty substance was sprayed in J'onn's face by a mysterious assailant. He turned to see Dr. Crane wearing his Scarecrow mask, the hazy brown mist flowing out of a nozzle strapped to his wrist.

"Let's see what a man from Mars is afraid of," Scarecrow said gleefully.

Scarecrow's fear gas started to take effect almost instantly. J'onn saw the last days of Martian civilization. The flames that engulfed his home. The ranging fires that took the life of his wife and his young son. He froze with pure terror.

"No... not again..." J'onn whispered, starting to shake with fear. "The flames! No! Make the flames stop!"

"Ooooh!" Scarecrow exclaimed. "Pyrophobia! That's a fun one. Mr. Allerdyce, I believe you can accentuate our dear Martian's experience!"

John "Pyro" Allerdyce flicked open the lighters that were strapped to his wrists. "Always happy to assist, doctor!" he replied with a wicked smile. The lighters clicked and each produced a small flame. With a wink of his eye John blew the tiny flames into a raging inferno. The flames leapt and danced around him, swirling around J'onn and engulfing him in a ranging tornado of fire.

"No! NO! Get it away!" J'onn fell to his knees, cowering in pure terror as Scarecrow and Pyro laughed in cruel amusement.

Metallo continued to pummel Superman, who was now barely conscious after not only having so much of his strength sapped by Parasite but also being constantly subjected to the kryptonite radiation emanating from Corben's chest. Corben leaned in close to Superman and whispered in his ear. "This is for my sister," he said. He slugged Superman again, dropping him to the ground like a sack of rocks.

"Bullseye!" Lex Luthor's voice squawked via the earpiece in Bullseye's ear. "What the hell is Corben doing? He's going to kill Superman!"

"It certainly seems that way, boss," Bullseye replied.

"I gave specific orders to take Superman alive!" Lex snapped. "Tell Flag to blow Corben's collar, NOW!"

Bullseye peered down to where Rick Flag was still pinned to the ground by Green Arrow's arrows. After the hurricane and resulting flood Bulleye was honestly not sure if Flag was even still alive.

"Colonel Flag is not available right now, sir," Bullseye replied. "I'll take care of it myself."

Bullseye leapt down to a lower ledge along the outer wall of the fortress to get a better angle. He lined the rifle up carefully as he watched Corben pounding relentlessly on the battered Superman. Then he pulled the trigger and let loose a hail of bullets that blew the hunk of kryptonite in Metallo's chest to smithereens. Corben gasped, staggered back, and clutched frantically at his chest, trying desperately to keep some portion of the precious rock that fueled him in place. After a few agonizing moments his eyes went dark and his body limp and listless.

Superman looked up at Bullseye with a barely comprehensible mix of gratitude and disgust.

"Aha!" Deadpool exclaimed, finally tracking the power ring to a remote corner of the fortress. He dove to the ground and slid like a runner going for home plate, hand outstretched reaching for the ring. Just as his fingers were about to close around it, another hand snatched it up.

Deadpool looked up just in time to see Hal Jordan slip the ring onto the middle finger of his left hand.

"Hey asshole," Hal said as his Green Lantern costume formed around him once again. "This is for calling me Van Wilder."

He cut loose with a blast of green energy that launched Deadpool clear out of the fortress and out into the middle of New York Harbor.

Parasite and Solomon Grundy were attempting to literally tear Thor apart. Wonder Woman rushed to his aid and tried to pull the decaying zombie off of him. Parasite groped at her; whether it was to pry her away from Thor, steal energy from her, or cop a feel was not apparently clear. In any event, Wonder Woman was not having it, and she kicked him in the stomach. Infuriated, Parasite pounced on Wonder Woman and wrapped his hands around her throat, strangling her as he sucked even more strength from the Amazonian warrior princess.

Kraven stood on Beast's back and pulled a large knife from the sheath on his belt. "And now, my big blue grizzly bear," the man said with twisted excitement. "The hunt has come to an end."

J'onn watched the violence unfolding all around him through the flames and smoke that threatened to burn him alive. He literally shook with terror, an overwhelming fear he had never felt in his entire life. He prayed to the Martian gods for it to end, to be delivered from his unholy petrifying fear.

Then he saw something, or rather someone, through the flames. A familiar face. The face of Bruce Banner, who had wandered out into the chaos to see what in the world was going on. His face was frozen in horror at the violence that surrounded him.

"Oh, Bruce," J'onn whispered, ashamed and remorseful of what he knew he must do. "Poor Bruce. I am so, so, so sorry."

Their eyes locked through the flames.

"J'onn... no..." Bruce said. "Please don't do this," he begged, the chilling realization of what was about to happen filling him with a cold dread.

"I am sorry, my friend," J'onn said. "Please forgive me."

With that, J'onn summoned every ounce of mental power he could, breaking through the mental barriers Emma Frost had created around him. If he had been keeping Bruce Banner mentally calm before, he now delivered an enormous spike of pure, unadulterated fury directly into the rage center of Bruce Banner's brain, taking a mental baseball bat to the beehive that was Bruce Banner's anger.

Dr. Banner let out an inhuman noise that sounded like a cross between a retching dry-heave and the anguished scream of a man in unfathomable pain.

Every single fight in the fortress stopped.

Every head turned.

The change had never happened so fast before. One moment Bruce Banner was contorted in a physically painful fit of anger the likes of which he had never known. The very next moment he was the 8 foot tall, 1,040 pound green goliath known as the Incredible Hulk. He let out a deafening roar that shook the ground and echoed throughout the entire fortress.

"Finally," Parasite grinned. "The main course!"

He leapt off of Wonder Woman and ran at the Hulk, eager to feed on such raw power.

Bane got to the Hulk first, punching the green behemoth over and over again in the stomach. Hulk swung his massive fist and swatted Bane aside like a mosquito, sending him flying into the wall.

Solomon Grundy was next, finally leaving Thor behind and lunging at the Hulk. Grundy pounced on the Hulk's arm and tried to sink his teeth into the monster's bicep. Enraged, Hulk grabbed Grundy by the leg and ripped him off of him, slamming him to the ground. Once more the zombie clawed his way back up, trying yet again to bite the Hulk. Hulk punched Grundy so hard that the bottom half of his jaw broke completely off and Grundy went flying across the fortress.

Kraven leapt off of Beast, more fascinated now with the green giant. He ran at the Hulk and tried to plunge his dagger into the monster's side, but Hulk grabbed Kraven's hand and crushed it, shattering the blade and sending shards of it deep into Kraven's flesh. Kraven howled as Hulk picked him up by the neck and hurled him like a bowling ball.

Spider-Man began shooting impact webbing left and right at the Hulk's face, trying to hit him in the eyes and blind him. Hulk stomped on the ground so hard that it shook the webslinger off balance, then he followed up with a clap of his hands that sent Spider-Man careening off into a far corner of the room.

Parasite finally got to the Hulk. He jumped onto the monster's back, wrapped his arms around the Hulk's neck and planted his hands firmly on either side of his face.

"Oh, YES!" Parasite yelled in pure ecstasy. "This is such a RUSH!"

Hulk swatted and shook, trying to knock Parasite off of him. Parasite only gripped on tighter, glowing an intense deep shade of purple as he sucked more and more of Hulk's strength into his own body. He started to grow, his muscles expanding and popping and ripping his shirt. The veins in his neck began to bulge. He started laughing hysterically as he felt a rush of pure power like he'd never experienced before.

The Hulk tore a crystal stalactite down from the ceiling and tried to use it like a bat to knock Parasite off of his back. He couldn't quite reach him, which only served to make the Hulk madder. He spun and shook, but Parasite only grabbed on tighter. Hulk seethed with anger, roaring as his frustration grew. He swung his fists back over his head, trying to knock Parasite off, but Rudy dodged each swing and clung tighter to his big green power source.

"Bruce..." J'onn whispered. He could feel the Hulk's anger growing to unprecedented levels, fueled by the burst of rage J'onn had given him to trigger the transformation. He realized with horror what the Hulk was about to do.

Hulk ran and slammed his back into the wall, knocking the wind out of Parasite and causing him to momentarily lose his grip. That was all that Hulk needed. He grabbed Parasite by the neck and ripped him off of his back.

"BRUCE, NO!" J'onn yelled.

But it was too late. With one massive fist wrapped tightly around Parasite's throat, Hulk let out an enormous roar inches from the purple man's face. Then he reared back with his other fist and crushed the Parasite's skull.

"SWEET MOTHER MARY!" Bullseye yelled. "THE HULK JUST KILLED THE BLOODY PARASITE!"

"Get everyone out of there, NOW!" Lex yelled over the earpiece. "Your men are NOT equipped to deal with the Hulk! Take any prisoners you can and evacuate IMMEDIATELY!"

Bullseye shouted the order to the few remaining Iron Avengers to evacuate. They frantically grabbed any incapacitated heroes that they could. One grabbed the unconscious Captain America as another grabbed the paralyzed Flash. Another threw Black Canary over his shoulder. Another Iron Avenger shot the injured Storm with a tranquilizer dart, knocking her out before picking her up as well.

"What about this one?" one of the Iron Avengers called out, about to grab Dr. Garner.

"Leave him!" another solider replied. "He's nobody!"

The Iron Avengers blasted off with their jetpacks, flying out one of the gaping holes in the fortress with the four heroes.

The Hulk continued to go berserk, smashing anything in his path and knocking huge chunks of crystal off of the walls and ceiling of the fortress.

"Time to blow the mother-lovin' roof off this place," Bullseye said.

"How do you suggest we do that?" Deadshot replied.

"Like this." Bullseye grabbed a sharp shard of fallen crystal and plunged it deep into the collar around Deadshot's neck. Sparks flew as the LED lights blinked red and the collar began beeping like crazy.

"HEY!" Deadshot yelled. "If we tamper with the collars, they explode!"

"I know," Bullseye said. "There's only room for one expert marksman on this team, Deadshot, and that's my gig."

With that he shoved Deadshot off the precipice on which they stood, sending him tumbling and plummeting straight down toward the Hulk. The Hulk looked up just in time to see Deadshot heading straight for him as Deadshot's collar exploded. The force of the explosion knocked the Hulk right off his feet and killed Deadshot instantly.

Bullseye tapped the target-sight branding on his forehead. "Bullseye," he gloated.

Hulk growled like a wild animal, staring up at Bullseye like a predator staring down its prey.

"Oh, shite..."

Bullseye started to run, but had little room to maneuver on the ledge. The Hulk took a flying leap and was on him in a second. He ripped another crystal spire from the ceiling, then cracked it across the back of Bullseye's skull like a golf club. Bullseye's limp body was sent flying out one of the holes in the fortress wall and sailed out of sight, presumably landing somewhere in New York Harbor.

Superman blew out the flames that surrounded J'onn. With the flames gone and the fear gas subsiding, J'onn was able to focus again. It took all his strength to mentally calm the Hulk back down, slowly, gradually revering him back to Bruce Banner over the course of several intense minutes.

Banner collapsed onto the floor and burst into tears.

"Oh, my God," he wept, staring at the dead body of Rudy "Parasite" Jones. "Did I... did I kill someone this time?"

"I'm so sorry, my friend," J'onn said, kneeling down beside Bruce. "It's my fault. I pushed you too far. I opened the floodgates too wide. I'm so sorry, Bruce."

Superman looked over the remains of the fortress and all those who were injured around him, both heroes and villains.

"This... this is unbearable," he said. "This senseless violence..."

Green Lantern held his severed finger in place and used a beam from his power ring to solder it back on. He winced as bone, flesh, and muscle fused back into place.

"At least we have some of them left behind to question," GL said.

Scarecrow cowered in a corner; ironically in a state of pure terror after witnessing the Hulk's ferocious attack. Metallo was deactivated after losing his kryptonite power source. Solomon Grundy was unconscious, or possibly dead – it was hard to tell considering he was a zombie. Captain Cold was crying and rubbing his burning eyes. Bane, Kraven, Sabretooth, and Pyro had apparently slipped away at some point in the chaos of the Hulk's rampage.

"They'll never talk," Rick Flag said. He had managed to get one of his arms free and was now holding the detonator that was linked to their collars.

In a burst of speed, Superman snatched the detonator from Flag's hand and crushed it like a tin can.

"No more suicide for your squad, Colonel Flag," Superman said. He tossed the broken detonator on the ground and stomped on it for good measure, completely demolishing it.

"You still won't get anything out of me," Flag said, spitting on Superman's foot.

"We have ways of making you talk," Superman said grimly.

Flag laughed. "Oh, please! You're the world's biggest boy scout, Superman. You don't honestly expect me to believe that you're going to torture me?"

Superman shook his head. "We don't need to torture you, Colonel." He turned to Wonder Woman. "Diana?"

Wonder Woman held up her golden lasso. "Men are compelled to tell the truth when bound by my golden lariat," she said. She approached Rick Flag, prepared to tie him up.

"Wait," Superman said, holding up a hand. "Not him." He sped over to the far corner of the fortress, then zipped back.

He roughly threw Spider-Man to the ground.

"I want some answers from Spider-Man," Superman said with an anger in his voice that the rest of the League had never heard before. "RIGHT NOW!"


	16. Chapter Sixteen

CHAPTER SIXTEEN

Green Arrow grabbed one of the chairs that used to sit around the grand table in the middle of the main chamber of the fortress. Now the table was lying in broken pieces strewn around the room, demolished in the brutal fight with the Suicide Squad. A couple of the chairs had survived, but most of them were broken in the battle as well. Green Arrow dragged the chair behind him, pulling it along as he walked past the makeshift prison cell that Thor and Wonder Woman had constructed out of crystal spires. A cell that currently held Rick Flag, Dr. Crane, Captain Cold, Solomon Grundy, and a deactivated Metallo.

"You can't just keep us in here!" Dr. Crane yelled.

"We can't?" Green Arrow replied, sarcastically. He didn't even bother to look back over his shoulder.

He rounded the corner, just out of sight of the villains. He spun the chair around and gave it a little shove. It skittered to a stop right in front of Green Lantern.

GL casually wiggled his middle finger back and forth. It moved surprisingly well considering he'd just had to solder it back on with a beam from his ring after Deadpool had chopped it off during their fight. A construct shot out of the ring and hauled Spider-Man up off the floor, then threw him roughly into the chair.

Wonder Woman quickly bound Spider-Man with her golden lasso, tying him firmly to the chair. She made sure the lariat was extra tight, not giving Spider-Man any wiggle room. The enchanted lasso instantly subdued the webslinger, putting him into a kind of trance.

"Who are you?" Superman asked.

"I'm Spider-Man," he replied.

"Who are you really?" Superman asked. "What's your real name?"

"Peter Parker."

The others looked to Superman.

"Is that right?" Green Lantern asked.

"Yes," Superman replied. He felt a little guilty, since Spider-Man had chosen to keep his identity a secret from most of the League. Forcing him to reveal it while bound by the enchanted lasso seemed unfair. The quick touch of guilt that Superman felt passed quickly however, considering Spider-Man had just led a group of ruthless criminals into the Justice League's headquarters to attack them.

Green Arrow apparently had even fewer reservations concerning Spider-Man's identity than Superman did. He grabbed Spider-Man's mask and pulled it off. The face beneath the mask was definitely the face of Peter Parker.

"Why did you do this, Pete?" Superman asked. "Why did you attack the League?"

"The Justice League is a group of criminals," Spider-Man replied. "I am working for the president to bring you down."

As the others continued to interrogate Spider-Man, Thor noticed that Beast was standing at the edge of one of the gaping holes that had been blown in the walls of the fortress during the battle. He was staring out at New York Harbor with a look of grave concern. Thor approached the blue mutant.

"Something troubles you, Dr. McCoy?" Thor asked.

"Greatly, Thor," Beast replied. He was gingerly holding the wound in his side where Kraven had stabbed him. "It appears that the holographic projectors which keep our fortress hidden from the world were damaged during Ororo's impromptu hurricane."

"You mean...?"

"Yes," Beast nodded. "The world no longer sees an image of a pristine Statue of Liberty. We are exposed. Our fortress is visible."

"Then we are not safe here," Thor said.

"Not at all, my Asgardian friend. I suggest we vacate the premises immediately."

Superman continued to question the lasso-bound Spider-Man.

"Peter. We used to be friends. You were a member of the League. What happened? Why did you turn against us?" Superman asked.

"Because," Spider-Man replied. "You killed Chloe Sullivan."

Superman took a step back, taken completely off guard by the shocking answer. He turned to Wonder Woman.

"The lasso binds one to tell the truth," Wonder Woman insisted. "Spider-Man is incapable of telling a lie right now."

J'onn stepped forward. "One can be mistaken and not be telling a lie," he said. "Just because Spider-Man believes that Superman killed someone does not make it true."

"I don't know how or why he would ever think that I killed Chloe!" Superman said.

J'onn closed his eyes. "I am probing his mind. His memories."

"Could he be mind-controlled, J'onn?" Green Lantern asked.

"He is not being mind-controlled in the sense that no one else is deliberately controlling his thoughts and actions," J'onn said. "Still... something does not seem... quite right..."

Beast and Thor returned to the group.

"We must make haste and leave this place, friends," Thor said. "We are no longer concealed from the world."

J'onn raised a hand, requesting another moment of quiet. "Spider-Man has memories that do not seem to be... accurate," J'onn said. "He has a memory of pulling Chloe Sullivan out of the water. She is dead. She has two holes in her chest. Holes that appear to have been bored into her by your heat vision, Kal-El."

"That's not the way it happened," Superman said. "Chloe had one hole in her chest. A bullet hole. She was shot."

"Could someone have tampered with Spider-Man's memories? Making him want to turn against Superman?" Green Arrow asked.

"This seems possible. And, at this point, likely." J'onn nodded. He turned toward Superman. "I see another memory. A memory of Spider-Man punching you in the face."

"That... actually did happen," Superman replied, reluctantly. Everyone looked at him. "We had a disagreement. I feel horrible about it. He wanted my help with something and I turned him away. He got so mad that he punched me and broke his-"

Superman froze in mid-sentence. He remembered how Spider-Man had been fighting during the battle with the Suicide Squad. He had been firing off impact webbing with both hands. He'd been swinging around the fortress effortlessly.

A quick peek with his x-ray vision confirmed it. The bones in Spider-Man's wrists and fingers were perfectly fine. They were not broken or fractured, nor was there any scarring indicating that they ever had been.

"I don't care what this man says, or what his thoughts and memories show you, J'onn," Superman said, clenching his fists. "This is NOT Spider-Man!"

Elsewhere. Peter Parker awoke on the floor of a dimly lit cell. He blinked a few times, one of his eyes bruised and partially swollen shut after taking a blow to the face from the butt of a gun. He could barely make out the outline of what seemed to be prison bars. His arms were bound behind him, and his wrist and shoulder burned with an aching, tearing pain.

He tried to piece together his last few memories, in a vague haze like waking from a very long sleep. He wondered exactly how long he'd been out. The last thing he remembered clearly was a fight outside FAO Schwarz. Batman. Daredevil. Iron Avengers. And... had Harry Osborn been there? Did that even make sense? Harry was dead, wasn't he? It seemed like that must have been days ago, but he didn't remember anything else after that.

He tried to make out what was beyond the bars of his cell, but everything was so dark. Someone was definitely out there. Two men, he thought. He could hear them talking, but their voices were hushed, and there was a ringing in Peter's ears that made everything else seem so far away.

As his eyes gradually adjusted to the dim light, he thought he saw something else beyond the two men. A door that was open that lead out into another room, a room that seemed enormous. He tried to see what was in the other room but it was too hard to make out. Maybe if his eyes adjusted just a little more.

There was a loud screech and a hiss of static. Then, another voice, a woman's, coming over what must have been a radio or walkie-talkie of some kind.

"The Suicide Squad is down," the woman's voice said. "We've lost all contact with Bullseye and Deadshot, and Flag's detonator unit has gone offline. The Iron Avengers are reporting Captain America, Flash, Storm, and Black Canary captured. The rest of the League is still at large."

One of the men outside Spider-Man's cell picked up a walkie-talkie off of a nearby table. When the man spoke into it Spider-Man recognized his voice immediately. It was the President of the United States. It was Lex Luthor.

"My contingency plans have contingency plans, Mrs. Waller. You know that," Lex said over the radio. "I'm about to send some lightning their way."


	17. Chapter Seventeen

CHAPTER SEVENTEEN

Beast looked out over New York Harbor again, still gingerly holding the wound in his side. Now that the cover of their holographic projectors had been destroyed, they were extremely vulnerable. He squinted as he thought he saw something in the distance. The sun had just set, and the haze of dusk made it hard to see quite clearly. After only a few moments, though, he could see as well as hear three military helicopters coming their way.

"Oh, my stars and garters," Beast gasped. He quickly hobbled back to the group. "We have visitors approaching," he called out. "And one can only assume they are not friendly!"

Thor put a hand on Superman's shoulder. "We should depart, Superman."

Superman nodded. "Okay," he said, reluctantly. "Green Lantern, go check on Dr. Garner and Dr. Banner. See that they're okay to travel."

"Right," GL replied, going off to see to the two doctors.

"What do we do about them?" Wonder Woman asked, gesturing toward the makeshift prison cell that contained Rick Flag and the remains of the Suicide Squad.

"We leave them here," Superman replied.

"We do?" Green Arrow asked.

"What choice do we have?" Superman asked. "We're wanted fugitives. We're battered and beaten. We can't take them with us and hope to effectively contain them."

"But with our fortress exposed, Lex's goons will just find them and free them again," Green Arrow protested.

"I don't see any other options right now," Superman said. "If you do, I'll all ears."

No one spoke up.

"Fine," Superman continued after a moment. "Let's get moving."

"What about him?" Green Arrow asked, pointing to Spider-Man. "Leave him too?"

"No," Superman said. "He comes with us. I'm still not sure who this really is, but he's not the real Spider-Man, and I'm not letting him out of our sight again." He nodded at Spider-Man's mask, which Green Arrow still held in his hand. "Put the mask back on him."

"Why?" Green Arrow asked.

"Because, even if he's not the real Spider-Man, he still somehow has the real Spider-Man's face," Superman explained. "I'm not going to let this imposter destroy Peter Parker's identity."

Green Arrow did as he was told and put the mask back over Spider-Man's face.

"Diana, can you untie him from the chair and then re-tie his hands behind his back?" Superman asked.

"Of course," Wonder Woman replied. "Just help hold him down so he doesn't escape while I redo the restraint."

Superman stepped forward to assist, and stumbled a little. He quickly caught his balance.

"Superman... are you all right?" Thor asked.

"Yeah," he replied. "I'm fine."

"Here," Thor said, stepping forward. "I will assist Wonder Woman."

Green Arrow walked over beside Superman and put a hand on his arm.

"Superman... Clark," he said, using his friend's real name for the first time in a long time. "You okay?"

"Yes," he insisted. "I'm just... a little drained. Parasite sapped a lot of my strength, and I took a major beating from Corben. I just need a little time to regroup."

"Well, time isn't something we have a lot of with those helicopters on the way," Green Arrow replied. "But don't exert yourself. Let us protect you for once."

Something on the floor caught Green Arrow's eye. He knelt down and picked it up. Covered in some crystal debris was one of the Suicide Squad collars. He dusted it off.

"What's this?" he asked.

"That must have been Emma Frost's collar," J'onn said. "Black Canary's scream shattered her physical form. The collar apparently remained intact."

"Never know when it might come in handy," Green Arrow said. "I think I'll hang onto it."

Green Lantern came back with Bruce Banner and Dr. Garner following close behind. Wonder Woman and Thor had Spider-Man up and ready to go now, his hands tied behind him with the golden lasso.

"Let's move out, people," Superman said. They quickly lined up and filed out the main exit that led out onto Liberty Island.

The helicopters were closing in on the island now. In the back seat of one of the copters, General Wade Eiling sat next to a nine-year old boy.

"You know what you have to do, don't you, Billy?" the General asked.

"I guess so," the boy said, reluctantly. "But I'm confused. I thought the Justice League were good guys!"

"You know that's just what they want us to think, Billy," General Eiling replied. "But they're not. They're criminals. Even the President of the United States says so. And the president would never lie, would he?"

Billy shook his head. "I guess not. But something still doesn't seem right."

"You are being given a direct order to arrest the Justice League, young man," General Eiling insisted. "By any means necessary."

"Yes, sir," Billy said, sadly.

"You're serving your country today, son," Eiling said. "Now go serve it proudly!"

"But sir," Billy protested. "I just thought of something. If I say my magic word in here, the lighting will tear right through the helicopter!"

"Who the hell said you're saying it in here?"

General Eiling threw open the side door of the helicopter. He grabbed Billy roughly by the arm.

"Hey!" Billy cried out. "What are you doing?!"

"Happy landings, son!" Eiling yelled over the roar of the wind and the helicopter rotors. Then he threw young Billy Batson out the door, sending him plummeting down toward New York Harbor below.

Back on Liberty Island, the heroes looked up just in time to see the boy get thrown from the helicopter.

"Great Scott!" Beast gasped. "That boy will be killed!"

"I've got it," Superman said, preparing to fly after him.

"No," Thor interjected, spinning his hammer around and around and stepping in front of Superman. "Allow me." He threw his arm forward and the momentum of the hammer carried him up, up, and away toward the falling Billy Batson.

"You know this has to be a trap, right?" Green Lantern asked.

"Of course," Superman sighed.

Thor zipped through the air, his mystical hammer Mjolnir held out majestically in front of him as he flew closer and closer to the young boy. Just a few more seconds and Thor would catch him before he hit the frigid waters of the harbor below. He swooped in close, reached out his arm, and…

"SHAZAM!"

The boy shouted the single word at the top of his lungs.

Almost instantly and without warning, a bolt of lighting shot down from the otherwise clear night sky. The bolt struck Billy Batson's young body so suddenly and forcefully that Thor was blown back, sent careening off in another direction. When he finally managed to slow his momentum down and come to a halt hovering over the middle of the harbor, he was astonished by what he saw.

Gone was the form of young Billy Batson. In his place was a grown man, wearing a red costume with a yellow lightning bolt across the front and a small white cape. He was floating in midair with his hands on his hips.

Back on Liberty Island, the rest of the League watched in stunned amazement.

"Who is that?" Wonder Woman asked.

"His name is Captain Marvel," Dr. Garner replied, recognizing him from the SHIELD files in his subconscious mind.

"Captain Marvel is a military officer of the Kree Imperial Militia," Beast said, confused.

"Different Captain Marvel," Garner said. "It's a common mistake."

"It's an honor to meet you, Thor!" Captain Marvel called out to the confused Thor. "I'm a huge fan of yours. And of the whole Justice League, really. I'm very sorry that I have to arrest you now."

"I do not know who you are, brother," Thor replied, twirling his hammer around and around as he hovered in midair. "Or what sorcery has caused you to appear here. What happened to that young boy?"

"Oh, that's me," Captain Marvel replied. "I become Captain Marvel when I say my magic word. Now I possess the wisdom of Solomon, the strength of Hercules, the stamina of Atlas, the power of Zeus, the courage of Achilles, and the speed of Mercury!"

"Well I am the son of Odin, Captain Marvel," Thor replied. "And I wield the power of Mjolnir. Unless you would like to face it, I suggest you leave us alone and be on your way."

"I'm afraid I can't do that," Captain Marvel said, sounding truly upset. "I am here to arrest you and the Justice League by order of the president. Now please surrender peacefully so no one will get-"

Thor hurled his hammer at Captain Marvel. It struck him square in the face, sending him tumbling head over feet for miles. Thor held out his hand and the hammer zipped right back to him.

"Hurry," Thor called down to his fellow Justice Leaguers. "If he truly possesses the speed of Mercury, it will not be long before he-"

Captain Marvel was on Thor in an instant, his arms wrapped in a tight chokehold around the Asgardian's neck.

"I warned you!" Captain Marvel yelled. "We could have done this the easy way, Thor. Remember, you asked for this!"

They struggled in midair high above Liberty Island, the two titans wrestling each other for an advantage. Finally, Captain Marvel flipped Thor over his head and threw him at the Statue of Liberty. Thor crashed into the statue's head, taking a huge chunk off of Lady Liberty's crown.

"This is going to get ugly, fast," Superman said. "GL, get Dr. Garner and Dr. Banner out of here, now."

"But you might need my-"

"Just do it!"

"Fine!"

Green Lantern created a bubble around the two doctors and scooped them up. Without another word, he took off into the air carrying them behind him.

Captain Marvel started to fly after Green Lantern, but Thor quickly flew up behind him and cracked him across the back of the head with his hammer. Captain Marvel, enraged, grabbed the handle and tried to wrestle the hammer away from Thor.

"Try all you want, Captain," Thor taunted. "Only the worthy can wield Mjolnir!"

"We'll see about that," Captain Marvel replied. "SHAZAM!" he yelled, calling down a bolt of his magic lightning. Before the bolt could strike him, however, he maneuvered himself under Thor, using Thor's body as a shield. The lightning struck Thor instead of Captain Marvel, the magic bolt shooting up and down through his whole body and electrifying him.

Thor lost his grip on Mjolnir and Captain Marvel was able to wrestle it away from him. To the Captain's amazement though, Thor was absolutely right. The hammer was heavier than anything Captain Marvel had ever tried to lift. The strength of Hercules was not nearly enough to lift this object that had been enchanted by the power of Odin himself. As Captain Marvel held tightly to the hammer's handle, he found himself falling, falling, falling toward New York Harbor as the immense and impossible weight of the hammer dragged him down.

"Unbelievable!" Captain Marvel cried out in astonishment. He pulled and struggled and tried to lift the hammer, but it continued to drag him down toward the water. "Why… can't… I…?"

He finally had to let go of the hammer and let it plunge into the water.

Captain Marvel hovered in the air, staring down at the harbor in a state of befuddled confusion. He could not understand why, with all his power, he'd been unable to lift the hammer.

Then, like a bullet from a gun, the hammer shot up out of the water. It flew right past Captain Marvel. He turned just in time to see the hammer return to its rightful place in Thor's hand as Thor swung it in an uppercut motion, cracking it across the Captain's chin and sending him flying. Captain Marvel crashed right into one of the helicopters, tearing the tail end right off of it and sending it spinning out of control.

The damaged helicopter sputtered and spiraled, heading for a crash landing in the harbor. Captain Marvel gasped in horror. It was the helicopter carrying General Eiling. He swooped down and grabbed one of the landing skids, attempting to steady the out of control copter. He struggled to keep the copter aloft, almost impossible to control with the tail missing.

Thor flew over and grabbed the other skid, helping Captain Marvel to steady the copter.

"You're… helping me?" Captain Marvel asked in surprise.

"I do not know what they told you about us, Captain," Thor called over the roar of the helicopter. "But the Justice League… we are still the 'good guys.'"

The two remaining helicopters touched down on Liberty Island. About two dozen Iron Avengers emerged from each copter, each carrying a weapon of some kind.

"Where are they getting all of these Iron Avengers?" Green Arrow asked. "Is Lex offering college tuition or something?"

"Justice League!" one of the Iron Avengers called out, taking aim at them with a large laser cannon. "You are under arrest by order of the president!"

A weary Superman clenched his fists and stood his ground as the remains of the League gathered around him – Beast, Wonder Woman, J'onn, and Green Arrow were all exhausted after their fight with the Suicide Squad, but not about to go down without a fight.

Moving slowly so as not to be noticed, Green Arrow took out the collar he'd picked up earlier. Then, silently, carefully, he took an arrow out of the quiver on his back. He plunged the tip of the arrow into the collar. The lights on the collar blinked red and it began to beep like crazy.

"What's that noise?" one of the Iron Avengers asked.

Green Arrow quickly strung the arrow into his bow, took aim, and fired the arrow at one of the helicopters.

"You guys might want to duck," Green Arrow said.

The arrow, collar and all, struck the fuselage of the helicopter. The collar detonated, blowing the fuel tank and triggering an enormous explosion. A giant fireball sent the Iron Avengers flying in all directions.

Pandemonium ensued. The Justice League went into action, fists flying left and right as they tore into the Iron Avengers with everything they had left. The Iron Avengers who weren't knocked unconscious by the blast were back on their feet quickly, charging at the League and firing the weapons built into their armor.

On the other side of the island, Thor and Captain Marvel set the damaged helicopter safely down on land.

"This is your chance, Captain," Thor said. "You said that you admired the League. You know in your heart that we are not criminals. Join us! Aid in our fight!"

The door of the helicopter flew open and General Eiling emerged, furious. "Don't you dare listen to that traitor, son! He's trying to trick you!"

"I… I'm so confused!" Captain Marvel exclaimed. "I don't know who to believe!"

"You say you possess the wisdom of Solomon," Thor said. "Then listen to that wisdom, and trust in it now."

Captain Marvel paused. He listened to the voice inside him. The voice that gave him the ancient wisdom of King Solomon. And he knew.

Captain Marvel grabbed General Eiling by the collar and hauled him out of the helicopter. "You… you tricked me!" he yelled. "The Justice League aren't criminals! You made me attack them for no reason!"

"Now, wait just a minute!" General Eiling yelled. "You are under direct orders, Captain! Unhand me right now!"

Captain Marvel smiled. "Yes sir, General Eiling, sir!"

With that, he hurled General Eiling clear across Liberty Island.

The rest of the League continued their battle against the Iron Avengers. It seemed to be a never-ending one. More and more Iron Avengers dropped down from the sky, flying in via jetpack. Wonder Woman looked up to see a squadron of at least 50 more of them taking off from the Manhattan mainland and heading for Liberty Island.

"We cannot hope to defeat them all, Superman," Wonder Woman said, kicking one Iron Avenger in the stomach and sending him flying into the harbor. "There are too many of them and we are too spent already."

Superman grabbed one Iron Avenger by the arm and swung him like a battering ram into another. "We have no choice, Diana," he replied. "Fight them here and now or fight them somewhere else. They'll never stop coming for us." He took a deep breath. "Not until someone stops Lex," he said, more to himself than to Wonder Woman.

"What are you saying, Kal?" Wonder Woman replied, knocking the heads of two Iron Avengers together.

"I'm saying I've waited too long to confront Lex," Superman said, straight-arming an Iron Avenger and sending him sailing across the island. "He has to be brought down, one way or another. I was naïve to think it wouldn't come to that."

"I'm not one to say 'I told you so,'" Green Arrow chimed in, shooting a boxing-glove arrow at one of the Iron Avengers and knocking him out. "But I really, really did."

General Eiling groggily picked himself up from where he'd landed roughly on the far side of the island. As his vision came into focus, he saw Spider-Man standing in front of him, his hands tied behind him.

"Spider-Man," Eiling said, surprised. "From what Luthor said, you're one who can actually follow orders, unlike that snot-nosed brat Captain Marvel. Is that right?"

"Yes," Spider-Man replied, still bound by the lasso to tell the truth.

"If I untie you, you'll help take the Justice League down?"

"Yes," he replied again.

"Fine," Eiling said. "Don't know what this world is coming to," he mumbled to himself as he undid the golden lasso that was restraining Spider-Man's hands.

Elsewhere. The new Level 33.1, a secret installation built within the Lex-Stark International building in New York City.

Lex Luthor walked down a long corridor with Dr. Teng, one of the scientists assigned to oversee the special operations within Level 33.1.

"I'm glad to see that things have progressed so well with that project, Dr. Teng," Lex said. "And what about our other project? How is the new suit coming?"

"It is complete, Mr. Luthor," Teng replied. "Would you like to see it?"

"Of course."

Teng led Lex into a room with blueprints and schematics hanging all over the walls. In the center of the room was an 8-foot tall crate made of solid steel.

"We incorporated elements from the latest version of the Iron Avenger armor, as well as elements of your original suit and from Mr. Stark's own designs," Teng explained. He pressed a button on the side of the crate. The front of it began to slide open automatically.

"And the power source?" Lex asked.

"Dr. Vale studied Corben's body before his last upgrade," Teng said. "We understand how the power source works now. Similar to Metallo's body, your new suit is powered by the meteor rock."

Lex stared in admiration at the contents of the crate. A new and improved version of his own personal battle armor. In the center, behind the chest plate, Lex could see the green, glowing aura of the suit's kryptonite power source.

Lex spoke into the walkie-talkie again. "Mrs. Waller?" he said.

"Yes, Mr. President?" came Amanda Waller's reply.

"Slight change in plans. I want Superman brought here, to me," he said. "I'm ready for him."


	18. Chapter Eighteen

CHAPTER EIGHTEEN

Spider-Man sprinted into the fortress, searching for the spot where Metallo had been standing when Bullseye blasted the chunk of kryptonite in his chest to smithereens. He got down on his knees, sifting through pieces of crystal and debris that littered the floor. After a few frantic moments of searching, he found what he was looking for. Two particularly sharp shards of kryptonite that had been blown from Corben's chest. He picked them up, one in each hand, and ran back out into the melee that was currently taking place on Liberty Island between the Justice League and the Iron Avengers.

His spider-sense guided him as he ran through the battle, ducking bullets and laser beams like they were nothing.

Superman was in his sights, his back to Spider-Man as he punched, kicked, and threw the Iron Avengers that were constantly coming at him.

Spider-Man clenched his fist tighter around the kryptonite shard in his right hand. He reared back as he took his final two steps toward Superman, then plunged the makeshift kryptonite shank straight toward Superman's back.

An emerald wall appeared between the blade and Superman's back in a fraction of a second. The shard of kryptonite stabbed the glowing green barrier instead of the Man of Steel.

Spider-Man looked up to see Green Lantern swooping down from the sky, a green light emanating from his ring and creating the force field that kept Spider-Man from stabbing Superman.

"I leave for two minutes and you guys start fighting again!" GL said as he descended to the ground. He landed right beside Superman and Wonder Woman. "Can't you play nice?"

The emerald wall shifted into a battering ram. With a quick THUD it knocked Spider-Man flat on his back.

"Are Banner and Garner safe?" J'onn asked.

"They're with a friend," GL assured him.

Two more figures streaked down from the sky and landed beside the other heroes – Thor and Captain Marvel, flying over from the other side of the island to join the fray.

"This is Captain Marvel," Thor said, introducing him to the League. "He's had a change of heart. He wants to help us."

"It's good to have you on our side, Captain," Superman said.

"It's an honor to be here, sir," Captain Marvel replied.

The heroes – Superman, Wonder Woman, Green Lantern, Beast, J'onn, Green Arrow, Thor, and Captain Marvel – formed a circle with their backs to each other as they continued to fight off the seemingly endless onslaught of Iron Avengers that tried to swarm them, fists and feet flying furiously as they punched and kicked their way through their metal attackers.

Then Superman overheard something with his super hearing. A transmission coming over the radio built into the Iron Avengers' helmets.

_J'onn, did you hear that?_ Superman thought. J'onn was not constantly reading all of their minds, but Superman found that if he directed his thoughts and tried to think "at" J'onn, the telepath could usually pick up on it.

_No_, J'onn replied telepathically. _Hear what, Kal-El?_

_A transmission that just came through to the Iron Avengers. They've been instructed to bring me directly to Lex Luthor._

_I see._

_J'onn, I want you to connect me with the rest of the League. I need everyone to be able to hear my thoughts._

_Done._

I wasn't something J'onn did often, but when situations called for it he was able to open a mental connection with the whole League so that they could all communicate telepathically. It took a lot of focus on J'onn's part so he could only do it for a few minutes at a time.

_Justice League. Listen to me very carefully. I want you to let them capture me,_ Superman thought.

_Kal, you can't be serious,_ Wonder Woman replied, hoisting an Iron Avenger over her head and throwing him into the harbor.

_We will do nothing of the sort, Superman,_ Beast added as he clawed at an Iron Avenger's facemask.

_Their numbers are thinning_, Thor added, shooting a bolt of blue energy from his hammer and zapping a whole group of Iron Avengers. _With the return of the Lantern and now Captain Marvel and myself joining the battle we are sure to win the day._

_This battle, maybe_, Superman replied, giving an Iron Avenger a super-shove and sending him flying into the side of the Statue of Liberty with a loud CLANG! _But they will keep coming for us. There will be another battle, and other, until none of us are left._

"Um, guys?" Captain Marvel said. "I'm hearing voices in my head and it's kind of freaking me out."

"That's just the Martian connecting us telepathically," Green Arrow said, grabbing an exploding arrow out of his quiver and stringing it up in his bow. "It does take some getting used to."

_So, everyone can hear my thoughts?_ Captain Marvel tested it out.

_Only the ones you consciously wish to share_, J'onn clarified.

_So any dirty thoughts you're having about Wonder Woman's chest are perfectly safe_, Green Lantern chimed in.

Captain Marvel turned beet red.

_HAL!_ Wonder Woman snapped.

_That was a joke!_ Lantern quickly clarified.

_Not helpful_, J'onn admonished.

_Everyone, listen!_ Superman tried to get their attention back. _There was a transmission that the Iron Avengers just heard over the radios in their helmets. They've been ordered to bring me to Lex. I want you to let that happen._

_They'll kill you!_ Wonder Woman protested.

_I don't think they will_, Superman disagreed. _They had their chance during the fight in the fortress. Corben could have killed me, but for some reason Bullseye stopped him. They want me kept alive. It's time to take the fight to Lex anyways. If this is going to end, we can't keep fighting off his iron soldiers and hired supervillains. This has to be shut down at the source._

_All right,_ Green Arrow thought. _I sure hope you know what you're doing, buddy._

Superman took a couple of steps forward, away from the protection of the group. They closed their circle together with Superman well outside of it. He continued to punch and shove his way through the Iron Avengers. Thor was right, their numbers were definitely thinning. The League could win this battle, but what could would it do? Their fortress was exposed and all but demolished. Cap, Black Canary, Storm, and Flash were captured, and it had seemed like Flash had been paralyzed by that monster called Bane. Other heroes who weren't even part of the Justice League were being sent to the N-Zone Prison as part of Lex's crackdown. There was no way they could let this continue. If Lex wanted Superman brought to him, then Superman was fine with it. This was going to end, one way or another.

He was so lost in thought that he didn't notice Spider-Man sneak up behind him and plunge a shard of kryptonite deep into his back.

"KAL!" Wonder Woman screamed.

Superman fell to his knees, writhing in agony as Spider-Man twisted the kryptonite shank.

"Damn it!" Green Lantern cursed, furious at himself for not noticing Spider-Man that time. He created a huge fist with his ring and was about to pummel Spider-Man with it.

_WAIT!_ Superman thought-screamed._ It's okay, it's okay!_

_No it's not!_ Green Lantern replied. _We agreed to let you get captured, not stabbed to death!_

With one hand still holding the shank deep in Superman's back, Spider-Man took the kryptonite shard in his other hand and pressed it against Superman's throat.

"This is for Chloe, you son of a bitch," he whispered in Superman's ear.

"Spider-Man, freeze!" one of the Iron Avengers yelled out. He pointed a gun at Spider-Man's head. "We have direct orders from the president to have Superman taken alive."

He remained motionless for a long time, just holding the kryptonite to Superman's throat.

"I said we have orders-"

"I heard you, I heard you," Spider-Man said finally. "Can't I just enjoy the moment?"

"Mr. Luthor wants Superman brought directly to him at the Le-"

"I know where he is," Spider-Man snapped. "Did you want the whole Justice League to know too?"

"I… I'm sorry sir," the Iron Avenger stammered.

"Idiot," Spider-Man muttered. He yanked the kryptonite shiv out of Superman's back. Superman gasped. Spider-Man kept the other shard pressed tightly to the Man of Steel's neck.

General Eiling walked up and patted Spider-Man on the back. "Good work, solider," he said.

"I'll come with you peacefully if you let the rest of the Justice League go," Superman said, looking up at General Eiling.

"I'm afraid you're in no position to bargain with us right now, son," the general scoffed, gesturing toward the kryptonite shard that Spider-Man was still pressing against Superman's jugular.

"No, General. You're in no position to bargain with me," Superman replied through clenched teeth. "Captain Marvel has turned against you. I have a thunder god and a Thymescerian warrior on my side, and you're running out of Iron Avengers to throw at us."

"You are all wanted criminals!" General Eiling insisted.

"The rest of them are guilty only by association," Superman said. "They're charged with aiding and abetting me. I'm the one who disobeyed the president and stopped the nuclear strike on Latveria. Take me into custody and let the rest of them go."

The General considered it for a moment. "I have no authority to drop the charges against the rest of the Justice League," he said finally.

"I'm not asking you to," Superman said. "I'm asking you to leave them alone for today. Let them leave Liberty Island in peace. What happens after today is another matter altogether."

General Eiling looked up at the rest of the assembled Justice League. Green Arrow's arrow, Thor's hammer, and Green Lantern's power ring were all aimed directly at him, ready to open fire on the general if Superman gave the word.

"Fine," Eiling said, reluctantly. "You come quietly and we will let your friends go. For today."

"Okay then," Superman said.

"On your feet, alien," Eiling ordered.

Spider-Man lowered the kryptonite and allowed Superman to get wearily to his feet. Superman felt like he could pass out at any moment.

Of the three helicopters that had come to Liberty Island, only one was still intact; Green Arrow had blown up one, and the other was damaged in the fight between Thor and Captain Marvel. The General led Superman and Spider-Man to the remaining copter.

Superman cast a quick glance back over his shoulder.

_J'onn_, he thought. _Connect me just to Green Arrow, please._

_It is done, Kal-El,_ came J'onn's reply.

_Oliver_, Superman thought.

_What is it, Clark?_ Green Arrow replied.

_If I don't come out of this… take care of Lois for me._

_You'll come out of this._

_If I don't…_

_You will._

_If I don't. Promise me._

…_I promise, Clark. Lois will be safe._

_Thank you._

General Eiling, Superman, and Spider-Man got into the helicopter. Within a matter of minutes it lifted up off the ground and flew out of sight.

"I worry that we may have made a terrible error," Beast said. "We should not have let him go."

"What do you think he will do to the president?" Captain Marvel asked.

"It sounds like he means to kill him," Thor said.

"He won't," Green Arrow replied. "He'll find another way. He always does." He stared off after the helicopter, even after it was well out of sight. "That's why he's Superman."


	19. Chapter Nineteen

CHAPTER NINTEEN

Peter Parker continued to drift in and out of consciousness. He was still on the floor of a dimly lit prison cell, his arms bound rather painfully behind him considering his fractured wrist. When he was awake he was vaguely aware of people coming in and out of the room just outside his cell, which seemed to be a laboratory of some kind. He could occasionally make out bits and pieces of conversations, more and more frequently now that the ringing in his ears seemed to be finally going away.

He knew that one of the people who had been in the lab recently was the president himself, Lex Luthor. He'd been talking to someone else who Peter did not recognize. He'd also spoken over a walkie-talkie to a woman that he'd called Mrs. Waller. Peter didn't know who that was.

There were two men in the lab right now. Neither one of them was Lex. Peter wasn't sure who they were but one of them seemed vaguely familiar.

A door on the other side of the lab opened, and Lex and another man walked in. It was a door that Peter had seen open before, and he'd tried to see far enough to make out what was in the other room. He still couldn't quite make it out due to the dim lighting.

"I'm impressed, gentlemen," Lex said. "All of the projects here at 33.1 seem to be coming along right on schedule."

"Thank you, Mr. Luthor," one of the other men replied. "It is a pleasure to have the opportunity to work with such unique subjects."

"I'm sure," Lex said. "There is another 'unique subject' being brought here as we speak. I trust cell 53 is ready for its occupant?"

"Of course, sir," one of the other men replied. "The red sun lamps in the ceiling were constructed to your exact specifications."

"Red sun lamps," Peter whispered to himself. That could only mean one thing. They were bringing Superman here. The rays of a red sun, like the planet Krypton had, would neutralize Clark's powers and make him essentially an ordinary human being while exposed to them.

"Good. Notify me when the subject arrives," Lex said. "I have a few things to attend to before-"

Just then someone ran into the room screaming like a maniac.

"You have to help me! Doc! Please, help me!"

The voice sounded familiar. Peter craned his neck to be able to see what was going on.

The man who had rushed into the room was wearing Iron Avenger armor, minus the helmet. His head was exposed, but as his back was to Peter he could not see the man's face.

"Doc, what's happening to me?" the man in the armor exclaimed.

"Now, now, please, calm down," one of the other men in the room said, sounding a bit embarrassed that this outburst was happening in front of Mr. Luthor.

"What's going on here?" Lex demanded.

"Well, Mr. Luthor, as you know, we've always had a bit of an issue stabilizing the aging process of the clones," one of the men explained. "Emily Dinsmore… Adrian Cross…"

Lex sighed. "You assured me that the problem had been corrected."

"We thought it had, sir, but you see-"

"What's happening to me?!" the man in the armor cried. "I've aged 30 years in a day!"

"Let me get you something to calm you down," one of the other men said. He took a syringe out of a nearby drawer and filled it from a small bottle on the table.

"No! You're not sticking me with any more needles!" the man in the armor yelled. "You've been injecting me with chemicals every day! I want an explanation before you put anything else in my body!"

"Mr. Osborn, please. This is the only way to keep you stable."

Osborn. They had just called this man Mr. Osborn. Peter did recognize the voice now. It was the voice of his old friend, Harry Osborn.

Harry swatted the syringe right out of the man's hand. It hit the wall and shattered.

"What did you people do to me?!" he yelled.

Harry put his hands to his face. He turned away from Lex and the other men. Peter could see his face now. It was Harry, yes, but older. As he'd said, he looked 30 years older, maybe more. He had wrinkles and his hair was going gray on the sides. He kept touching his face, near his eyes. It looked like he was crying. His tears were red.

"What the…?" Harry muttered, his voice shaking with fear. "I… I'm bleeding. I'm bleeding from my eyes!"

"You told me you had this process under control!" Lex bellowed.

"Mr. Luthor, I can explain!" one of the men said quickly.

"Then start explaining, Dr. Warren!"

"If the DNA comes from a living specimen, the process works perfectly," Dr. Warren explained quickly. "If it comes from a subject who is deceased, it becomes much more complicated. We did tell you that sir, you do know that."

"Yes, you told me that, Dr. Warren," Lex fumed. "Which is why I've done my best to provide you with living subjects. I didn't realize that 'more complicated' meant instant geriatrics and bleeding eyeballs!"

"The bleeding, yes," Dr. Warren continued. "The Adam Knight effect. When the DNA comes from a deceased subject we need to use a derivative of the Lazarus Serum to reinvigorate the-"

"I've heard enough," Lex interrupted. He turned to the man next to him. "Dr. Teng, did you know about this?"

"I… I…" Dr. Teng stammered awkwardly.

Lex shook his head in disgust.

"Please," Harry Osborn begged. "Can't you do anything to help me?"

Lex reached into the inside pocket of his suit jacket, pulled out a gun, and shot Harry Osborn in the head. The degenerating clone of Harry Osborn fell to the ground, dead.

"Gentlemen," Lex said, calmly putting his gun back in his jacket pocket. "While I understand that living specimens are more convenient for you, they are certainly not always more convenient for me. This problem needs to be rectified immediately."

"Yes sir," the three men replied quickly.

"Can we expect the same issue with subject 27, then?" Lex asked.

"We're working on it, sir," Dr. Warren said. "We're working on it."

Lex nodded, obviously frustrated. He started to walk out of the room. He stopped, looking over his shoulder at Peter's cell. He pointed directly at Peter.

"That's why you've kept him alive, I take it?" Lex asked.

"Yes sir," Dr. Warren said. "If anything should happen to the Spider-Man clone and we need to create another, we'll need another sample from Mr. Parker while he's still alive. We still have the templates for Dr. Strange's false memory implants, those would not need to be recreated."

Lex let out a very long, slow sigh. He stared directly at Peter Parker, deep in thought for several long moments.

Without a word, Lex walked over to the table in the middle of the room and pulled a file out of a filing cabinet beside the table. He scribbled a very long, detailed note on one of the pages in the file folder. When he was done, he handed it to one of the other men in the room.

"Subject 27," Lex said. "Can it be done, Hugo?"

Dr. Hugo Strange read over the notes. He smiled a broad, deranged smile.

"Yes, sir," Strange replied. "Absolutely, sir."

"Good," Lex said. "See to it."

He started to walk out of the room again.

"And gentlemen," he added, pausing for a moment at the door. "If anything like this happens again, bleeding from the eyeballs will seem like a day at the beach compared to what I'll have done to you."

Lex exited the room, leaving the door open wide behind him.

And now that Peter's eyes had adjusted to the light, he could see exactly what was in the other room.

Tanks. Huge glass tanks that reminded Peter of the bacta tanks from Star Wars. They were filled with a strange blue liquid. And floating in the liquid in each of the tanks were people. Sleeping, growing, gestating people.

Clones. They were filled with clones.


	20. Chapter Twenty

CHAPTER TWENTY

Peter woke with a start as two of the scientists rushed into the lab. They were the men from earlier. The one who had looked familiar to Peter he now recognized as Dr. Miles Warren, a former biology professor at Empire State University. Peter wondered if he had always been a mad scientist on the side or if this was a recent development. The other man had been referred to as Dr. Strange.

They were hustling around the lab in a state of near panic, clearly trying to prepare it for something. They did not get much time.

The door opened and two men walked in carrying a third one between them. The man in the middle was Superman, and he was slumped forward, possibly unconscious. His arms were slung limply over the shoulders of the two men ushering him into the lab. The man closest to Peter was dressed in a General's uniform. The man on the other side Peter could not really see from the angle of his cell.

"Right this way," Dr. Warren said, taking the lead.

The men hauled Superman across the lab and out of Peter's line of sight, no doubt taking him to another cell a little farther down. Peter could hear Superman being roughly shoved into a cell and his body hit the floor. Then he heard the clank of the cell door being shut followed by an electronic hum kicking in. The eerie red glow of the sun lamps was just barely visible at the edge of Peter's field of vision.

After a moment, the General walked back across the lab.

"He won't be giving you any trouble in that condition," the General said. "Still, keep a close eye on him. He tries anything, you let me know right away. I don't have to tell you how important this subject is to President Luthor."

"Of course. Thank you, General Eiling," Dr. Warren said.

The General exited the lab, leaving Dr. Warren and Dr. Strange to their business.

"Cla…" Peter stopped himself just short of calling out his friend's real name. "Superman?" he called out. "Are you okay? Can you hear me?"

Peter gasped as Spider-Man stepped in front of his cell. "Shhhhh… Superman go night-night," he said.

For the first time in days, possibly weeks, Peter found the strength to rise to his feet and stand. It was a difficult, awkward process since his hands were still restrained behind him, but he did it. He stood and faced a man who wore his costume, his emblem. A man who had taken the persona that he, Peter Parker, created.

"Who are you?" Peter asked.

Spider-Man looked around in mock confusion. "I'm Tobey Maguire," he said sarcastically. "Who do you think I am? I'm Spider-Man, dummy!"

"No," Peter said. "I'm Spider-Man!" Everything he had seen and overheard the past few days was all starting to come together in his mind. "You're my clone!"

"They told me you'd say that," Spider-Man replied. "But Dr. Strange told me the truth."

"I thought Dr. Strange was a sorcerer or something," Peter said.

"That is a different Dr. Strange," Dr. Strange interjected from the other side of the lab. "It is a common mistake."

Dr. Warren quietly took Dr. Strange aside.

"Do you think it is a good idea for them to be talking to one another?" he asked. "What if the clone becomes confused?"

"Impossible," Dr. Strange replied confidently. "The memory implants I created are flawless. The clone has absolutely no reason to doubt anything. He cannot be convinced that his memories and beliefs are not his own."

"Are you really willing to test that theory right now, Hugo?" Dr. Warren asked. "Especially considering the fact that we are already on thin ice with Mr. Luthor?"

Dr. Strange hesitated. "Perhaps you are right..." he said.

Peter continued to question the Spider-Man standing before him. "Okay, so what did they tell you about me?" Peter asked.

"You are an imposter who has been posing as me in public, running around with those criminals, the Justice League," Spider-Man said. "The Iron Avengers captured you for questioning. So who are you really? The Chameleon? Mystique?"

"Come now," Dr. Warren said, stepping in between Peter and Spider-Man. He put his hands on Spider-Man's shoulders and carefully steered him away from Peter's cell. "We must, ah, clear the lab. We have protocols to follow whenever a new subject is brought in of course, and we do need to-"

"Who is Subject 27?" Peter called out.

Spider-Man stopped.

"How does he know about Subject 27?" he asked, sounding alarmed.

"What? Why I don't-" Dr. Warren stammered. Spider-Man shoved Dr. Warren away from him. He whirled around and marched back over to Peter's cell.

"How do you know about Subject 27?" Spider-Man demanded.

"I overheard them talking," Peter said. "Something is wrong. Harry Osborn aged at super-speed and bled out his eyeballs and they think the same thing is going to happen to Subject 27."

Spider-Man slammed his hand down on the table so hard that he left an indent. "Is this true?!" he screamed.

"It's not true! It's not true!" Dr. Warren yelled. "He's making it all up!"

"If you weren't talking about Subject 27 then where did he hear that name?" Spider-Man cried.

"We were talking about that project," Dr. Strange jumped in. "But not like what he is saying! Mr. Luthor was asking for some enhancements, that's all!"

"What kind of enhancements?" Spider-Man asked.

"It is not important!" Strange replied.

"It's important to me!" Spider-Man yelled. "Take me to her. I want to see her, right now."

"Her?" Peter repeated, surprised.

"You see?!" Warren exclaimed. "You see! He has no idea who it is! He did not even know it was a female!"

"'It' has a name, Doctor," Spider-Man said. "And I'm sick of calling her Subject 27."

He walked over to a computer next to the main table in the middle of the lab. He began typing away furiously on the keyboard.

"What are you dong?" Dr. Warren asked. "Look, Spider-Man, we should leave the lab before any more-"

"Shut up, Dr. Warren," Spider-Man snapped. He hit Enter and an image came up on the monitor. "There," Spider-Man said. "Not that this person means anything to you, impostor. But this is Subject 27."

He spun the monitor around so that Peter could see it from his cell.

Peter gasped again.

On the monitor was an image of a beautiful young woman with short blonde hair and blue-green eyes. A woman that Peter recognized instantly.

Subject 27 was Chloe Sullivan.


	21. Chapter Twenty One

CHAPTER TWENTY ONE

Metropolis. The Daily Planet.

Lois Lane stared at her computer screen. She was working on an article but hadn't typed a single word in almost ten minutes. Instead, she was lost in her own thoughts. It had been several days since the huge battle between the Justice League and the Iron Avengers on Liberty Island. Several days with absolutely no word from Clark and no sightings of Superman. Although the government made no official confirmation of any superheroes taken into custody as a result of the Liberty Island conflict, it was being widely reported that several had been. Lois's complete lack of contact with Clark had her convinced that he must be among the captured.

She was startled from her thoughts by the sound of a ringing phone. It was not hers, but rather the phone on the desk directly across from hers. Clark Kent's desk.

Lois sprang to her feet and raced around her desk to Clark's. She snatched the receiver from its cradle and held it to her ear.

"Clark Kent's desk, this is Lois Lane," she said.

There was a long pause.

"Miss Lane." The voice on the other end was electronically garbled. "I was hoping to speak with Mr. Kent."

"Take a number," Lois replied. "I haven't heard from him in days."

"I was afraid of that," the caller said. "Then we have to assume he's been captured."

Lois froze. She quickly composed herself. "I'm sorry, who is this? And what's with the scrambled voice?"

"Miss Lane, I need you to listen to me very carefully," the caller continued. "I know who Mr. Kent is. Who he really is. I need you to contact the Justice League for me. Do you have a way to get word to them?"

Lois laughed nervously. "Look, buddy, I really have no idea what you're talking about…"

"We don't have time for this, Miss Lane," the caller continued. "I need you to tell whoever is left of the Justice League to get to The Ferry right away."

"The Ferry?" Lois repeated.

"Yes, in New York," the caller replied. "It's the building where prisoners are teleported into the N-Zone Prison."

"I know what The Ferry is," Lois said. "What I don't know is why, assuming I did have a way to contact the Justice League, I would take the word of some anonymous caller with a voice changer and tell them to march into what could very well be a trap. The government is trying to lock them all away in that prison, and now you're telling me to send them straight to it?"

"I know how it sounds," the caller said. "There is a major problem with the prison. It's become highly unstable. If left unchecked it will trigger an anti-matter explosion that could wipe New York State off the map."

"Well that's just too bad," Lois replied. "Because unless you turn off the voice thingy and tell me your real name in the next five seconds, I'm hanging up and forgetting this call ever happened."

Another long pause.

On the other end of the line, the man holding the cell phone sighed. It didn't seem that he had much of a choice. He was currently standing in Level 33.1 within the Lex-Stark International building in New York City, a secret facility that he didn't even know existed before today. He was staring at a computer monitor displaying the current state of the stasis field that held the N-Zone Prison in a state of suspension between our universe and the Negative Zone. A stasis field that was rapidly breaking down as the prison was pulled further and further into the Negative Zone.

There was no time to waste. If giving Lois Lane his real name and voice would buy her trust and get her to alert the League, then it was time to step out of the shadows.

He switched off the voice scrambler on his cell phone.

"Lois, it's Tony," he said. "Tony Stark."

There was the metallic "clik-clak" of a handgun being cocked just inches behind Tony's head.

"Hang up the phone and turn around, Mr. Stark." The voice behind him was Lex Luthor's.

Tony clenched his teeth. He exhaled slowly through his nose. He held up his hands and dutifully pressed the "END" button on the phone, terminating the call with Lois. He turned around slowly, still keeping his hands and phone raised.

Lex shook his head, his gun pointed straight at Tony. "I'm disappointed," Lex said. "You were never supposed to see this."

"How long have you known about this, Lex?" Stark asked. "How long have you known that the N-Zone Prison was a ticking time bomb?"

"I'm holding the gun, Tony. I'll ask the questions," Lex said. "How did you find Level 33.1? It was left off of all the blueprints and it was constructed while you were in California."

"Can't figure out how I found you, Lex? Let me give you a hand. Oh wait… I already did!" Tony smirked. He nodded at Lex's hand, the one which held the gun. It was his right hand, the gloved one. "You didn't really think I made you that artificial hand just because we're BFFs, did you?"

Lex scowled. His eyes went wide with surprise, and then outrage.

"Awwww, you did!" Tony exclaimed. "That's cute, Lex. It is. But naïve."

He pressed a button on the side of his cell phone, and it displayed a GPS map with a flashing beacon.

"I can track your location to within plus or minus two feet thanks to a chip in your right hand," Tony continued.

"You son of a bitch…" Lex whispered.

"You see, I never trusted you," Tony said. "Not since the day we debuted the Iron Avengers together. The day a Latverian terrorist somehow bypassed all of our security measures and managed to infiltrate the group. And as that terrorist blew himself up and allowed a missile to strike an airplane full of people, you had a look on your face that I'll never forget, Lex. It was a look of pure calm. Of serenity. With everyone else running around in a state of panic, you had the cool, collected expression of someone who was watching everything go perfectly to plan. And I knew you were behind it somehow. I didn't know what your endgame was. I still don't. But how does the old saying go? Keep your friends close and your enemies closer? I vowed to pretend to be your friend long enough to find out what you were up to and shut you down."

"Well, you've failed, Tony," Lex replied, fuming with anger. "Because you've only found the very tip of the iceberg. And you're far too late to shut me down." He took a step forward and pointed the gun straight at Tony's face, fully prepared to shoot him point blank.

"Blatherin' blatherskite!" Tony yelled into his phone.

Lex cocked his head to one side, confused.

"What… What the hell did you just do, Stark?" Lex asked.

Tony grinned. "Wait for it," he said.

There was a low rumble. The floor beneath them shook. The lights flickered for a moment.

Then, like a bullet being shot from a gun, an iron gauntlet flew across the room and clamped itself firmly onto Tony's forearm. Then a boot blasted up through the floor and affixed itself to Tony's foot. Another gauntlet and a chestpiece crashed down through the ceiling and snapped right into place as well. One by one the components of Tony's armor were summoned directly to him from various locations within the Lex-Stark International building. Within a matter of seconds, his entre suit of armor assembled itself around him.

"You said Iron Man was retired!" Lex exclaimed.

"To quote Dr. Dre," Tony said as his helmet clacked into place. "You wanna run around talkin' about guns like I ain't got none." The faceplate slid down over his face, completing the transformation from Tony Stark into Iron Man. "What'd you think, I sold 'em all?"

Iron Man extended his arm and aimed the open palm of his hand at Lex. His armor gave off the familiar high-pitched whine of his repulsor rays preparing to fire. Lex took a few cautious steps backward. Iron Man released a powerful concussive blast of energy from his hand. Lex dove out of the way at the last second, stumbling as he did and falling to the ground. He scrambled to get up, dropping his gun.

Iron Man marched forward, his powerful armor making a menacing clang-clang sound with each step. He prepared his repulsor ray for another blast, but Lex had grabbed his gun and gotten to his feet. He darted off down the hallway, running as fast as he could away from Iron Man.

Lex ran down the hall and ducked around a corner, planting his back firmly against the wall. He gasped and wheezed and cursed his body. He had always tried to keep himself in the peak of health, and now here he was, winded after a short sprint. That would be changing soon, he told himself.

He ripped the black glove off of his right hand and threw it to the floor. Then he took the gun awkwardly in his left hand and pressed the barrel right up against the palm of his artificial right hand.

"Track this, asshole," he muttered.

He pulled the trigger and blew a huge hole right through the middle of his hand. It sparked and sizzled as the mechanics inside shorted out. His right hand would be completely useless to him now, but better that than having Tony Stark know his exact location at all times.

Lex dropped the gun, leaving it and his glove behind. Then he took off running again, down another hallway toward the one thing that would give him an edge against Iron Man.

Meanwhile, Iron Man continued to march down the hallway in pursuit of Lex.

"Lexy," he called. "Come out, come out, wherever you are!"

He turned the corner and found himself face to face with a team of ten Iron Avengers, all of them with laser rifles pointed straight at Iron Man.

"Stop right there, Mister Stark!" one of the Iron Avengers screamed.

"Oh, please," Iron Man said. He flipped open a panel on the side of one of his gauntlets and tapped a few buttons. "I designed your armor, boys. You didn't think I'd build in an override switch?"

Suddenly, all ten of the soldiers found that their armor was frozen. A moment later they all dropped to the floor, completely immobilized.

"Plus, I think I speak for everyone when I say we're all getting really, really tired of you guys," Iron Man added as he stepped carefully over each incapacitated Iron Avenger.

He turned another corner and came to a doorway that was ajar. He pushed it open and walked inside, finding himself in a room with blueprints and schematics hanging on every wall. In the center of the room was an 8-foot tall sold steel crate that was open and empty.

Lex stepped out from behind the crate. He was wearing a massive suit of green and purple battle armor. He smiled a smile of pure evil, his face illuminated by a faint green glow that seemed to emanate from beneath the armor's chest plate.

"Oh, come on, Lex. Seriously?" Iron Man said, gesturing to Lex's armor. "What did I tell you last time you tried this? You need to upgrade your technology, pal. You want to take me on, you can't be using designs from the 1980s."

A sort of green aura began to form around Lex's hands as he drew on energy from the suit's power source.

"Trust me, Mr. Stark," Lex said. "I've made a few improvements."

Lex reared back and then thrust his arms forward, a giant fireball of green energy shooting forth from his hands and blasting Iron Man clear out of the room.

Iron Man landed roughly in the hallway outside the room.

"JARVIS, what the hell was that?!" he asked his armor's internal computer.

"The energy signature matches radiation from the meteor rocks found in Smallville, Kansas," the English-accented computer generated voice within his armor replied. "The database refers to it as kryptonite, sir."

"I should've known," Iron Man muttered, picking himself up.

Lex came crashing through the door. "You really should've!" he replied. He punched Iron Man so hard he sent him straight through the wall.

Iron Man landed in another room on the other side of the wall. This room was huge, filled wall to wall and floor to ceiling with strange tanks containing a glowing blue liquid. Inside each tank was a person, apparently asleep in some kind of state of suspended animation.

"My God…" Iron Man gasped. "What is this?"

Lex burst through the wall after Iron Man. "Well, well, you're just stumbling onto all sorts of interesting things today, aren't you, Tony?"

Lex punched Iron Man in the face, sending him reeling. He nearly crashed into one of the tanks before he caught himself. Iron Man lunged at Lex, punching at the chest plate of his battlesuit over and over. Lex let the green radiation build up in his hands again. Then he dug his fingers into the back of Iron Man's suit and unleashed another blast of radiation. The blast brought Iron Man to his knees, screaming.

Lex kicked Iron Man and he crumpled to the ground. He struggled to get up as green steam rose from the back of his armor.

"Face it, Tony," Lex said, standing triumphantly over his foe. "I've beaten you at your own game. You're finished."

Iron Man flicked open the panel on his gauntlet again. "I'm not ready to admit defeat just yet," he said. He pressed another button on the gauntlet. "Voice command override. All units, attack Lex Luthor."

Lex grabbed Iron Man and hauled him to his feet.

"What did you just do?" Lex demanded.

His question was answered as the ten Iron Avengers stormed into the room, all with their laser rifles pointed at Lex.

Lex shoved Iron Man back to the ground. "All of you, stand down!" Lex screamed. "That is a direct presidential order!"

"We can't help it, sir!" one of the Iron Avengers cried out. "The suits are acting completely on their own!"

They all opened fire, shooting at Lex with the laser guns. Lex roared with frustration. He threw up his hands and the battlesuit generated a kind of kryptonite radiation shield in front of him which deflected most of the laser beams.

With Lex busy warding off the Iron Avengers, Iron Man was able to get back on his feet. He took a moment to look at the people floating in the tanks. Each tank was designated with a number. One of them in particular caught his eye. He took a step closer and stared at the individual floating in the blue liquid.

"Oh, my…" he whispered. "Is that…?"

He didn't get a chance to finish his thought. Lex dropped his kryptonite shield, threw his arm around Iron Man's neck, and activated the rocket thrusters in his armor's boots. With a WOOOSH, he took off flying down the hallway, dragging Iron Man with him.

Together the crashed through several walls as they blew through room after room. Finally, they crashed right out of the Lex-Stark International building and out into the open air of New York City.

Lex threw Iron Man away from him and he tumbled through the air for a moment before activating his own jet-boots, hovering in the air and using the repulsors in his hands to steady himself.

"What are you doing in there, Lex?" Iron Man demanded.

"I'm preparing for the coming apocalypse, Tony," Lex replied, ominously. "And it's so much closer than you think."

As if on cue, there was a rumbling in the distance. Then, a strange flash of white light on the horizon. Iron Man spun around in midair and stared off after it.

"Did that just come from the prison?" Iron Man asked.

"Yes sir," his armor replied, though Tony had not really been asking JARVIS. "There was just a minor explosion on Ryker's Island, current location of the N-Zone Prison. The breakdown of the stasis field has begun. We are only hours away from a total catastrophic event."

Iron Man turned back to Lex. "If that prison implodes, we could lose the entire state of New York."

"You're being optimistic," Lex replied. "We'll probably lose most of the eastern seaboard."

"And you honestly don't care?"

"That's nothing compared to what's coming, Tony," Lex said. "The people who die in that explosion should consider themselves lucky."

"You're insane."

"I've been called worse," Lex said with a shrug. "But if you really want to save the prison, you should get going. After all, there are only three people in the world with access to adjust the prison's stasis field." He pointed to Iron Man, then to himself. Then he paused and smiled sarcastically. "Ooops! Make that two people. I almost forgot, Reed Richards is dead!"

"I will get you for this, you bastard," Iron Man replied. "If it takes the rest of my life I will see that you pay for everything you've done."

"Get in line," Lex scoffed.

Without another word, Iron Man took off, flying full speed toward Ryker's Island and the N-Zone Prison.

Lex smiled to himself as he flew back toward the Lex-Stark International building.

"Spider-Man," he said into a com-link built into his armor. "Send Superman up to see me. I'm ready to settle things once and for all."

Meanwhile, on television, WGBS was breaking in with a special report. Tana Moon was giving an update as the red BREAKING NEWS graphic streamed across the bottom of the screen.

"We have just learned from our news partners at the Daily Planet that the N-Zone Prison in New York has become unstable," Tana declared. "If the prison should implode, it would trigger a massive anti-matter explosion that could vaporize all of New York. Authorities are urging citizens to remain calm, but we expect evacuation orders to come at any moment."

In Gotham City, Bruce Wayne watched the newsfeed from his living room in stately Wayne Manor.

"Alfred," he called out.

Wayne's faithful butler and friend entered the room. "Yes, Master Wayne?"

"We need to get back to New York," Bruce said, grimly. "As soon as possible."


	22. Chapter Twenty Two

CHAPTER TWENTY TWO

_*Attention, members and friends of the Justice League. This is J'onn J'onzz, and I am reaching out to you telepathically with an urgent request for help. If you have seen the recent news reports, I can assure you they are true. This is not a hoax. It is not a trap. The situation at the N-Zone Prison is quickly approaching critical levels. In a matter of hours the prison will be pulled completely into the Negative Zone, resulting in a cataclysmic release of anti-matter into our universe. The resulting explosion has the potential to wipe out the entire state of New York, possibly more if it is not contained. Anyone with the ability to assist is urgently requested to report to The Ferry as quickly as possible. Iron Man is presently en route and will provide further instructions on how you can help. Again, despite how it may seem, this is NOT a trap. Your immediate assistance is desperately needed. Thank you.*_

The mental transmission was received by the remaining members of the League, as well as several other heroes they had worked with in the past.

Among the heroes who received the message were two who happened to be incarcerated in the prison laboratory within Lex Luthor's Level 33.1 facility in the Lex-Stark International building.

"Clark," Peter Parker called out, his voice a sort of whisper-yell. "Are you awake?"

"Yes," came the reply from the next cell. "Pete, is that you?"

"Yeah," Peter answered. "It's me. Are you okay?"

"Yeah. Kind of. Not really. Let's just say I've been better. You?"

"That's a good way to put it," Peter agreed. "I have definitely been better. Did you just hear that transmission from J'onn?"

"Yes. Things seem to be going from bad to worse. I can't help but think this all part of Lex's plan. Lock all the heroes in the prison and then blow it up."

"Would Lex do that? Level the entire state just to get rid of superheroes?"

"I don't know," Superman replied. "I learned a long time ago not to put anything past Lex."

"Did you hear all that commotion outside a few minutes ago? What do you think that was?"

"No clue. Sounded like a pretty intense battle. I wish I had my x-ray vision so I could've taken a look."

"Oh, right," Peter said. "The red sun lamps. You don't have any of your powers right now, do you?"

"Nope."

They were silent for a very long minute.

"I'm not sure how long I've been locked up here," Peter finally said. "What's been going on? Is everyone else okay?"

Superman sighed. "I don't really know how to tell you this," he said. "But there's another Spider-Man. Someone who has been running around, pretending to be you."

"We've met, actually," Peter replied. "He's a real charmer."

"Wait, you know who I'm talking about?"

"Yeah. He's some kind of clone of me."

"A clone. Of course. Lex has been doing work with clones for years," Superman said. "Pete, listen. This clone... he's done a lot of damage."

"What kind of damage?" Peter asked, hesitantly.

"There's no easy way to say this. He led a team of villains into the New York fortress," Superman said. "The fortress is basically destroyed. Captain America, Black Canary, Storm, and Flash were all captured. And I think Flash might be paralyzed. This huge brute with a facemask on smashed Bart's back over his knee."

Peter cursed. He felt sick. His eyes filled up with tears as he thought about Bart.

"...You okay?" Superman asked after a minute.

"No," Peter answered, his voice cracking a little. "No, I'm not okay. If the clone was able to lead them to the fortress, it's because I knew where the fortress was. He used my knowledge to attack the League. It's my fault."

"Hey. It is NOT your fault," Superman said firmly. "It's Lex's. If he made that clone, and twisted it or brainwashed it or whatever he did, then he's the one who turned it against the League and he's the one to blame. It's his fault, not yours."

Peter continued to fight back tears. "I did hear some of the scientists saying something about fake memory implants," he said.

"That makes sense," Superman said. "The clone believes that I killed Chloe Sullivan. That's what made him turn against the League."

"What?! That makes no sense! I would never believe in a million years that you would do that, Clark."

"Well, the memory implants must be pretty convincing, then," Superman said. "J'onn read the clone's mind. He saw an image of Chloe with two burn holes in her chest from my heat vision."

Peter shook his head in disbelief. Then he thought of something. Subject 27. "Speaking of Chloe, there is something you should know," Peter said. "They're making a clone of-"

Before Peter could finish his thought, the door to the lab opened and Spider-Man walked in. Peter abruptly stopped talking.

"Don't stop talking on my account," Spider-Man said. "Gee, you guys weren't talking about me or anything, were you?"

He walked over to Superman's cell. There was a keypad on the wall next to the cell. Spider-Man entered a code on the keypad. The red sun lamps immediately shut off and the cell door slid open.

"Lex wants to see you," Spider-Man said.

"I bet he does," Superman said, getting wearily to his feet. He took a few uneven steps out of the cell. Just because the red sun lamps were off didn't mean that all his powers came rushing back. It would take several minutes, and even then he was not likely to be anywhere near full power after the beating he'd taken during the assault on the fortress.

Spider-Man pointed to an elevator at the far end of the lab.

"The elevator will take you to Mr. Luthor's penthouse office," Spider-Man said.

Superman straightened his back. He marched as confidently as he could toward the elevator.

"Let me go with him," Peter called out, standing up.

"Shut up, imposter," Spider-Man snapped.

"He doesn't stand a chance against Luthor in his condition," Peter yelled. "It won't be a fight, it'll be an execution!"

"I said shut up!"

"Come on!" Peter yelled, really working up into a frenzy now. "What are you doing with me, anyway? I just sit in this damn cell all day! You're going to get around to killing me eventually! Let me go with Superman, and Lex can kill us both at once! That's what he's going to do anyway, isn't it?!"

"Peter," Superman said, reaching the elevator. The doors slid open in front of him. "It's okay. Everything is going to be okay."

"No, it's not!" Peter screamed. "Lex is going to kill you, the prison is going to explode, and everyone is going to die!"

Superman stepped into the elevator.

"I'll stop him, Peter," Superman said.

"How do you know that you can?" Peter yelled.

"Because," Superman replied. "I have to."

The elevator doors slid shut.

Peter fell to his knees, tears streaming down his face.

"Oh, for pity's sake," Spider-Man said, standing in front of Peter's cell and shaking his head. "Just look at yourself. You're a disgrace."

"Disgrace?" Peter spat. "You want to talk to me about a disgrace?" He shakily got back to his feet. Through the bars, his face was an inch from Spider-Man's. "You're a disgrace! To that costume! To the name Spider-Man! To... to... to Uncle Ben!"

"What did you just say?!"

"I said you're a disgrace to the memory of Ben Parker!" Peter yelled.

"That's it," Spider-Man snarled. His hand was shaking with rage as he punched in a code on the keypad beside Peter's cell. The cell slid open.

Peter came charging out with his head down, slamming his shoulder into Spider-Man's midsection and knocking him back into the table, which toppled completely over. Spider-Man shoved Peter off of him and punched him in the face, then again, and again. Peter, his arms still bound behind him, could do little to defend against the attacks.

Peter finally ducked a fourth punch from Spider-Man and then ran around behind him. He took a flying leap into the air, pushed off against the wall with his feet, and flipped right over Spider-Man's head. He spun around as he came down, kicking Spider-Man in the face and knocking him into the wall.

"How dare you..." Spider-Man seethed as he picked himself up. "How dare you talk about my Uncle Ben...!

"You've forgotten everything he ever taught you," Peter replied. He slammed the metal restraints that bound his hands into the corner of the table in an attempt to crack them. "Or did they change your memory of that, too? What do you think he told you, 'With great power comes being a great big douchebag?'"

Spider-Man grabbed Peter by the remains of his tattered costume and swung him around, slamming his back against the wall.

"What do you mean, changed my memory?" Spider-Man demanded.

"They changed your memory of Chloe's death," Peter said. "Honestly, how could you ever believe that Clark Kent killed her?"

"I saw it with my own eyes," Spider-Man snapped, still clutching Peter's costume. "The day of the Triskelion incident. Clark was hovering in midair over the harbor when he dropped Chloe's lifeless body. I swam to her, but when I got there it was far too late. She had two holes in her chest from Clark's heat vision. He murdered her in cold blood."

He swung Peter around again and hurled him to the floor. Peter landed on his stomach with a THUD.

Dazed, Peter looked up to see that he'd landed right next to the filing cabinet that had been next to the overturned table.

"Open the filing cabinet. Top drawer," Peter grunted. "Subject 27. Lex wrote something on Chloe's file and gave it to Dr. Strange."

"Why should I listen to you?" Spider-Man asked.

"Jeez Louise!" Peter exclaimed. "Dude, you're surrounded by all sorts of clones and weird experiments. How are you NOT questioning things more than you are?"

Agitated, Spider-Man stepped over Peter and ripped the entire top drawer out of the filing cabinet. He plunged his hand into the drawer and yanked out a stack of folders. He began rifling through them and tossing them aside one by one. Finally he came to Subject 27.

"What does Lex want with a clone of Chloe, anyway?" Peter asked.

"That's none of your business," Spider-Man replied as he began flipping through the pages of Subject 27's file.

Peter sighed. He began to struggle against his restraints again, but to no avail.

Spider-Man threw the Subject 27 file into the air in frustration. "There's no note from Luthor in here, you liar!" The papers from the file scattered everywhere and floated to the ground like leaves falling from a tree.

Damn it. Peter gritted his teeth as he cursed his luck. He hadn't seen what Strange did with the note after Luthor handed it to him. He must have kept it instead of putting it back in the file.

Spider-Man savagely kicked Peter in the stomach, causing him to curl up into a ball. He wheezed as the air was knocked out of him. Peter rolled onto his other side, doubled over in pain.

Laying on the floor right next to his face was a page from Chloe's file. Peter squinted as he managed to read a few lines.

"It says here... that Chloe is believed to have... some sort of healing ability...?" Peter choked out. "From the meteor rock...? Chloe was a 'meteor freak'?"

Spider-Man didn't say anything.

"Chloe never said anything about having a meteor power," Peter continued.

"I know," Spider-Man replied.

"That's... stupid," Peter said. "Chloe, a meteor freak? That sounds like a lame plot twist that TV writers would add in the later seasons of a TV show, then find a way to undo it when they realized how silly it was."

"I agree," Spider-Man admitted.

"What does Lex need with a healer, anyway?" Peter asked. "Is he sick?"

"You ask too many questions, imposter," Spider-Man said angrily.

"Stop calling me that!" Peter yelled. He struggled and squirmed his way up onto his knees. He was about to lunge at Spider-Man again when another page from Chloe's file caught his eye.

Spider-Man grabbed Peter by the neck and was about to lay into him again.

"Wait!" Peter cried. "Stop!"

"What?"

"That page, from Chloe's file..."

"I'm done with your distractions," Spider-Man snapped.

"Just look at it!"

Spider-Man shoved Peter back to the ground. Then he crouched down and snatched the page up off the floor. He stared at it for a long time.

"If Clark killed Chloe with his heat vision, then why does Subject 27's file say her cause of death was gunshot wound to the chest?" Peter asked.

"This is a trick," Spider-Man insisted.

"A trick? Those are Dr. Warren and Dr. Strange's files. Who are they trying to trick? Themselves?"

"This doesn't make any sense," Spider-Man continued. "The time and date of death... gunshot wound... warehouse... body disposed of in New York Harbor..."

"Wait," Peter said. His stomach suddenly felt like it had been twisted into a pretzel. "That file has the date, time, and location of Chloe's death?"

"It says she was shot to death in a warehouse in Chelsea," Spider-Man said. "And that her body was dumped into New York Harbor by someone named Jason Macendale."

Peter's head spun. He felt like he couldn't get enough air. That file had details on Chloe's death that no one had known. That no one could have possibly known, unless they were there. Unless they were involved in her death. Even the name Jason Macendale, which must have been the Hobgoblin's real name, had been a detail that had eluded Clark and Peter in their search for answers.

"Lex killed her," Peter blurted out, as the pieces finally started to arrange themselves in a way that made sense. "This Jason Macendale, he was the Hobgoblin who kidnapped Harry Osborn. He must have been working for Lex. Chloe found out and Lex killed her." It came pouring out of his mouth as quickly as his mind connected the long-elusive dots.

"Shut up!" Spider-Man snapped. He almost sounded scared this time. As if it made sense to him too and it frightened him.

"Stop telling me to shut up every time I tell you something you don't want to hear!"

"I said shut up!"

Spider-Man grabbed Peter and slammed his head into the side of the table.

"Why does Lex have a detailed file on Chloe's death?!" Peter cried out, his vision going red. "Stop telling me to shut up for two seconds and actually think for once!"

Spider-Man stood up. He put his hands on either side of his head. Nothing made sense. And yet, everything made sense. For the first time, things made sense in a way that was absolutely terrifying to him.

"Who the hell are you working for?" Peter asked Spider-Man, accusingly.

"...I don't know," Spider-Man said after a long time. "I don't know."

"Lex is upstairs killing Clark Kent right now," Peter said. "And you helped him do it. Because of a memory of something that never happened."

Spider-Man grabbed Peter and hauled him to his feet. For a moment he seemed ready to tear into him again, to start beating him senseless. But he didn't. Instead, he spun Peter around. He grabbed the metal restraints that shackled Peter's hands behind him and in one fit of rage and frustration he ripped them completely off.

"Aaaaaaarrrggghhh!" Peter cried out. He grabbed his wrist and held it tenderly. It felt good to finally be free of the restraints, but his fractured wrist was absolutely killing him after being pinned behind his back for so long.

Spider-Man put his hand on Peter's shoulder and turned him back toward him.

"Now, you listen to me, imposter," Spider-Man began.

"Wait," Peter said, dumbfounded. "After all that, you STILL think that I'M the-"

"We don't have time to argue," Spider-Man interrupted. He held up Chloe's file. "Lex has a lot to answer for. And he's going to answer to me. You, on the other hand... you claim to know what my Uncle Ben told me all those years ago. If that's true, then you know that with great power comes great responsibility. And you know where you're needed right now. You've got to get to the N-Zone Prison."

"Are you serious?" Peter replied. "Lex killed Chloe, he's probably killing Clark right now, and you think I'm going to just go off to-"

"I will take care of Lex," Spider-Man said. "But if that prison explodes, what you, or I, or Lex, or anyone else does here today isn't going to matter one bit. Now get going."

"But I-"

"This isn't up for debate." Spider-Man shoved Peter into the wall. Then, he sprinted for the elevator that had carried Superman up to Lex's penthouse. There was a keypad on the wall next to the elevator just like the one that had been next to the cells. Spider-Man quickly entered a code into the keypad and steel bars shot down from the ceiling, closing off the elevator as if it were in a cell of its own and preventing Peter from following him.

The elevator doors slid open and Spider-Man got in.

"Go!" Spider-Man said to Peter.

The doors slid shut.

Peter was torn. He wanted more than anything to join in the fight against Lex.

No, that wasn't true.

He wanted more than anything to find Subject 27. To see Chloe's face one more time. To run away with her and not have to deal with any of this anymore, ever.

But that was never a choice. Not really. Not when he still had great power... and not when there was a great responsibility weighing on his shoulders.

He walked into the next room. The one with the tanks of blue liquid and clones. He didn't dare look at any of them. Not when he might accidentally catch a glimpse of her, for he knew that if he did he would never be able to tear himself away. When this was all over, he told himself, then he would come back for her. Because that crazy Spider-Man clone was right. If that prison exploded, then none of it would matter.

There was a huge hole in the wall at the end of the hallway. Peter wasn't sure where it had come from but he could only assume it had to do with the fighting sounds he and Clark had heard earlier.

Peter perched at the edge of the hole and stared out at the city. It was getting dark, and it had started to rain at some point. There were flashes of white off on the horizon that, at first, Peter thought must be lighting.

It wasn't lightning. They were explosions, coming from Ryker's Island. From the N-Zone Prison. Whatever was going to happen, it had apparently already begun.

Peter took a deep breath, then leapt out into the cold, rainy, New York air.


	23. Chapter Twenty Three

CHAPTER TWENTY THREE

Lex Luthor was still wearing his battlesuit as he stared out the giant picture window in the penthouse office atop the Lex-Stark International building. He watched as the raindrops tapped a rhythmic pink, plink, plink against the glass. It wasn't a thunderstorm, but the occasional bright flash of white coming from Ryker's Island looked just like lightning on the horizon.

Behind him he heard the soft "bing" announcing the elevator's arrival at the penthouse floor, followed by the quiet mechanical whoosh of the doors sliding open.

"Hello, Clark," Lex said calmly, still staring out the window.

"Lex," Superman replied, saying the name more like an accusation than a greeting.

Lex slowly turned around. "Do you remember the night back in Smallville when I found you strung up in that field?" he asked. "The quarterback and his buddies picked you for that old scarecrow hazing ritual."

Superman was silent. After a moment, he nodded.

"I didn't know it at the time of course, but it wasn't exposure to the elements that had you shaking and shivering on that cold autumn night. It was the fact that you had Lana Lang's kryptonite necklace around your neck," Lex said. "I found it after you sped away. That was the first time I'd seen the meteor rock up close since the meteor shower... the day that cost me my hair. Who would have guessed that, all these years later, it would also cost me my hand..."

Vents all over Lex's armor slid open, and a shimmering green mist of kryptonite radiation formed around him like an aura.

"...or that it would prove to be my ultimate weapon against you," Lex finished.

"I've come here to try to reason with you one last time, Lex," Superman declared.

Lex blinked. "You've... come here? To...?" He burst out laughing. "You can't be serious, can you?" he asked incredulously. "You're here because my men captured you. They beat you, brought you here, and locked you up in a cell. You make it sound like you just strolled up to my doorstep of your own free will."

"It doesn't matter how I got here," Superman said. "What matters is what happens next."

"Well, now, that I agree with," Lex said. He took a step toward his former friend. Then, with what almost sounded like a hint of regret in his voice, he added, "Clark, I brought you here to kill you. You do know that, don't you?"

"Why not just lock me up in the N-Zone Prison like all the other heroes then?" Superman asked. "They'll all die when the prison explodes. Or did you want the honor of killing me yourself?"

"Nothing quite so sentimental," Lex said, shaking his head. "I just wouldn't believe you were dead unless I saw it firsthand. I didn't trust anyone else to do the job. As my dearly departed dad was fond of saying, 'If you want something done right, you've got to do it yourself!'"

He punctuated the last word with a concussive blast of kryptonite radiation from his left hand which knocked Superman clear across the room and into a wall. Superman slid to the ground revealing a huge indentation in the wall behind him.

Lex marched forward, the servos in the battlesuit whirring and clacking as he did. Superman groaned and tried to stand up. He was too slow. Before he could come close to getting to his feet, Lex was right in front of him. He punched Superman in the face, hard, sending him straight to the floor. Blood gushed from Superman's nose, streaming down his face and running into his mouth.

"Here," Lex said with mock tenderness. "Let me get that for you."

He took the corner of Superman's cape and gently wiped the blood from his nose and mouth. Superman shoved Lex's hand away. Lex grabbed Superman's wrist and dug his fingers in, burning kryptonite radiation searing his skin. Superman roared with pain. He rammed the palm of his hand against Lex's chin and tried to push him away, but it did little good. Lex just laughed and bore down harder on Superman's wrist.

Superman finally managed to yank his arm away from Lex. He leapt to his feet, throwing everything he had left into a desperate assault. He threw punch after punch at Lex's armor. He managed to make a few dents, but every time his fist made contact with the irradiated battlesuit it was like touching a red-hot stovetop.

Lex cracked Superman in the jaw, sending him staggering back. Superman shook it off and lunged and Lex, grabbing him around the waist and trying to tackle him. Lex spun and they crashed into a table, toppling it over as they grappled with one another. Lex grabbed at Superman and missed, winding up with a handful of his cape and ripping part of it completely off. Superman socked Lex in the stomach and knocked him off balance for a moment, but he quickly recovered and blasted the Man of Steel with another burst of kryptonite rays. He staged backward, grabbing onto a wall to keep from falling.

With Superman dazed, Lex picked him up and lifted him over his head. Then, he savagely threw him across the room, knocking over office furniture and toppling over a potted plant. Superman's head smashed into another wall. He lay on the ground, motionless.

The kryptonite aura around Lex grew even stronger as he walked toward Superman once again. He extended his arms, palms facing up, and let the radiation build up in them.

"I don't think you'll survive another blast," Lex said, towering over his battered opponent. "This is the end, Clark."

"Is this..." Superman gasped. "Is this really... how you want to be remembered, Lex?"

Lex froze.

"What?"

"When we were... back in Smallville..." Superman spoke in short bursts as he struggled to catch his breath. "You always used to say... 'I don't want to do good things... I want to do great things.' You... have done great things, Lex. You've... given people jobs. You've given them protection. You've... given them hope."

Lex slowly lowered his hands.

"Now... New York is about to be vaporized..." Superman continued. "And you're about to... to kill the one person... who could save everyone."

The kryptonite aura faded a little.

"Is that..." Superman coughed. "Is that how you want... the world... to remember... President Luthor?"

Almost imperceptibly, Lex shook his head. The quiet droning sound that his armor had been making stopped and the green aura that surrounded him dissipated as the vents clicked shut. Lex walked back to the window and stared out at the rain again. The lightning-like flashes out over Ryker's Island were coming closer together now, much like an approaching thunderstorm.

"You're at death's door," Lex said, still staring out the window. "I can't imagine the amount of effort it would take you to even stand up right now after what you've been through. And you still honestly believe that you can do it? That somehow you can still save everyone?"

Superman pushed himself up. Shaking, he got to his knees. With one hand pressed against the wall, he agonizingly managed to bring himself slowly but surely into a standing position. Blood still dripping from his nose, his cape and costume torn, and his skin turning a slight shade of green from the overwhelming exposure to kryptonite, he clenched his fists and stared defiantly at Lex.

"Yes," he said defiantly.

Lex looked at Superman with a kind of amused admiration. He nodded approvingly. Then he reached over and pressed a button on his desk. The picture window slid up and open. The cold wind and the rain blew into Lex's office, rustling papers on his desk.

"Then go," Lex said. "If you really, truly believe that you can do it, then go."

He and Superman stared at each other for a long time. Then Superman took a step. And another. And another. Step by measured step, Superman crossed the room until he was face to face with Lex Luthor.

"And when I do..." Superman said. "When I've saved New York... you will pardon the Justice League."

It wasn't a question. It wasn't a request. It wasn't a threat. Superman was stating a fact.

He stepped to the ledge. The wind blew what was left of his tattered cape dramatically behind him. The icy rain that hit his face was refreshing, cooling off the burning sensation of the kryptonite rays and washing away some of the blood that was smeared on his face.

Superman took a deep breath. Then, without so much as a look back at Lex, he stepped out into the New York sky. He took off flying straight for Ryker's Island.

Lex watched him fly off until he was completely out of sight.

"For what it's worth," Lex said quietly as he pressed the button on his desk again and closed the window. "I do believe that you can do it, Clark."

He took a plastic cylinder out of his desk. Then, he carefully picked up the shred of Superman's cape that had fallen to the floor during their fight. The very same shred with which Lex had so delicately wiped the blood from Superman's face. Lex gently placed the piece of cape into the cylinder and closed the lid tightly.

"And for what it's worth," he continued. "It really doesn't matter at all."

With a whirr and a hiss, the arms, legs, and torso of Lex's armor slid open and he casually stepped right out of it, straightening his tie as he did. He set the plastic cylinder down on his desk and pulled out his cell phone. He dialed it awkwardly with his left hand, still cursing the near-uselessness of his incapacitated right.

"Dr. Warren, it's Luthor. I have the sample," he said into the phone. He cradled the phone in the crook of his shoulder as he opened the laptop on his desk. "Stay where you are. This location has been compromised. I'm initiating the omega protocol now." Lex typed a command into the computer. A flashing red countdown timer appeared, the seconds quickly ticking down from 5 minutes. "I'll be joining you there very shortly," he concluded. Then he hung up the phone.

Lex slid open one of the desk drawers and was about to reach inside when there was a soft "bing" from across the room. Lex quickly looked up. He stared at the elevator. The doors slid open to reveal... no one? The elevator was empty.

He quickly slammed the drawer shut. He took a few cautious steps toward the elevator, rather confused. He tilted his head to one side, peering curiously into the elevator's empty cabin.

Spider-Man swung down from inside the top of the elevator and kicked Lex sharply in the chest, sending him flying across the room. He landed roughly on the floor.

Lex scrambled to his feet and bolted for his battlesuit. His feet were quickly pulled out from under him by two weblines that shot out and snared him by the ankles. He fell flat on his face.

Slowly, hand over hand, Spider-Man began pulling Lex across the floor toward him. Lex struggled and clawed at the ground, but he was yanked closer and closer to his attacker every moment.

Finally within his grasp, Spider-Man grabbed Lex by the collar and hoisted him to his feet. He slammed his back up against the wall.

"You killed Chloe Sullivan," Spider-Man seethed. "Then you changed my memory of her death to make me think Clark did it."

"What's your point?" Lex asked, flippantly.

Spider-Man punched Lex in the face, sending a splatter of blood flying from his lip. Lex grabbed his jaw, trying to tell if it had been dislocated. He tongued at one of his teeth, fairly certain it had been knocked loose.

"Not so smug now, are you?" Spider-Man snarled. He punched Lex again, then savagely smashed his head against the wall. Lex slumped forward, barely staying conscious.

Spider-Man grabbed Lex by the necktie and dragged him across the room. He slammed his fist down on the button on Lex's desk, and the giant picture window slid open once more. With rage boiling up inside of him Spider-Man leaned Lex out over the edge. Lex scuffed and shuffled his feet, trying to keep them perched on the slight bit of ledge that he had at the edge of the window. Spider-Man leaned him back farther and farther, gradually letting go of more and more of Lex's tie, the only thing keeping him from plummeting. Lex stumbled and swayed, flapping his arms frantically to try to keep his balance.

"It would be so easy..." Spider-Man mused. "I should just let you fall."

He considered it for a long time, enjoying watching Lex twist and turn and shimmy his toes back and forth along the ledge as the wind and rain battered away at him. By simply opening his hand Spider-Man could send Lex Luthor to his death.

But he didn't. Instead he yanked Lex back inside and shoved him back down to the floor again.

"That would be too quick," Spider-Man decided. He cracked his knuckles. "For what you did, I'm going to take my time on you."

"Better not take too much time," Lex wheezed.

"What do you mean?" Spider-Man asked.

"This building is going to explode," Lex said, trying to catch his breath. "In less than three minutes."

Spider-Man laughed. "You're bluffing," he said. "You would never blow up your own building." Although before he even finished the sentence, the quiet buzzing of his spider-sense started going off in the back of his skull.

"This building? The one with a huge hole in the side that leads directly to my secret lab, which houses all sorts of clones, blueprints, classified projects, and other evidence that could probably put me behind bars for the rest of my life?" Lex asked, his voice dripping with sarcasm. "Noooo, why would I ever want to blow that up?"

Spider-Man took a step back. The quiet tingling had quickly escalated into a full-blown spider-sense alarm in his head.

Lex pointed to the laptop on his desk. Spider-Man spun it around and stared at the screen. The flashing red countdown clock was at two and a half minutes.

"If you wanted to save your little blonde girlfriend, now would be the time to do it," Lex said with a slight grin.

Spider-Man cursed, then leapt onto the desk, then onto the ledge, and then out the window. He shot a webline out as he fell through the air, swinging around the Lex-Stark International building and launching himself right through the gaping hole that led into Level 33.1. He hit the ground running and sprinted down the hallway.

Back in the penthouse office, Lex struggled a little to get up. He was tired, and his body ached.

"Well," he said to himself. "That didn't go quite according to plan... but I'll take it."

He walked around his desk and opened the drawer again, this time taking out the Mother Box inside. He calibrated it, again frustrated at having to do everything left-handed. It only took him a moment though, and then the box started PING-PING-PING-ing.

There was a sharp and sudden BOOM as the air in front of Lex was ripped open, revealing a glowing yellow tube-shaped portal in the center of the room. He grabbed the cylinder that contained the shard of cape, and quickly stepped through the boom tube.

Moments later, he was stepping out the other end of the boom tube and into another lab nearly 1,500 miles away. A team of scientists was waiting for him. Among them was Dr. Miles Warren, who had made the trip to the new lab hours earlier.

"Mr. Luthor," Dr. Warren said. He glanced over at a small television set that he and the other scientists had been watching. It was tuned to news about the situation at the prison. "What is happening in New York?" he asked, hesitantly.

Lex shook his head. "It doesn't matter," he said. "What matters is that all eyes are on New York City right now. No one will be looking at CADMUS Labs in Smallville, Kansas." He proudly handed the cylinder to Dr. Warren. "Now, doctor. Our real work can begin."

Back in New York. Level 33.1. Spider-Man sprinted down the corridor, looking desperately at the numbers atop each of the tanks. They were not in numerical order as one would have expected. They were grouped in a way that made sense only to Lex, and perhaps to Dr. Warren and Dr. Strange. Spider-Man had visited her tank so many times before, he should have known the location by heart. But now, in a panic and racing against the clock, it all seemed like a giant maze. The numbers and the groupings all blurred together.

Finally he found it. And it wasn't the 27 marked on the tank that caught his eye. It was her. Her blonde hair. Her graceful poise, even in her slumber. He ran to her, not sure of how much time he had left. It felt like it had taken forever to find her, and his spider-sense was blaring so hard in his mind it was hard to focus.

He looked for a way to open the tank. A button, or a lever, or a switch. He found nothing.

He pulled at the side of the tank, trying to see if it would swing open. It did not.

He punched the glass. He pounded on it. He smashed at it over and over again with his fists.

And as he did, he remembered something.

He remembered punching Superman in the face and fracturing his wrist. He remembered the awful sound of breaking bone and the excruciating pain that followed. It was a memory that he was sure was real. But he was not so sure that it was his.

And he remembered something else. When he had ripped the restrains off of the impostor Peter Parker, that Peter Parker had howled with pain and immediately started holding and rubbing his tender, injured wrist.

He stopped punching the glass. He stared as his fists.

His wrist had never been broken.

He was not Spider-Man.

He was not Peter Parker.

"I'm the clone," he whispered. "I... am the imposter..."

The realization hit him like a ton of bricks. It crippled him. He fell to his knees, one hand still pressed against the glass of Chloe's tank.

"I'm the clone," he kept whispering, over and over again.

He was in such a state of shock that he didn't even notice the crack that had formed in the glass. He barely even realized that the blue gooey liquid was starting to leak out of the tank, a slow drizzle at first, then a stream, then a spray. The crack spread, spidering its way across the glass like a web.

He was only brought back to his senses when the tank shattered and its sleeping occupant fell right into his arms.

At that very moment, the four Mother Boxes strapped to the support columns in the sub-basement of Lex-Stark International activated, just as they had in the final moments of The Baxter Building. The columns were ripped away to an unknown location.

Mere seconds later, the Lex-Stark International building crumbled to the ground.


	24. Chapter Twenty Four

CHAPTER TWENTY FOUR

Peter only made one very brief stop on his way from the Lex-Stark International building to The Ferry. He climbed in through the window of his apartment and shed the tattered remains of the battle-worn costume he was currently wearing. He made the mistake of catching a quick glimpse of himself in the mirror. His eye was swollen and puffy, and he was covered with cuts, bumps, and bruises. He gritted his teeth and tried to shrug it off.

He grabbed a fresh costume from the closet. As he stepped into it and felt it cling tightly to him, he could feel a renewal taking place inside his body. For the past few days (perhaps weeks, he was not sure how long he'd been out of action), there had been someone else running around wearing his costume, committing injustice using the name of Spider-Man. Not anymore, he told himself. He was reclaiming his role. He slipped the mask down over his face, completing the transformation.

Peter Parker was Spider-Man once more.

He leapt back out the window and started swinging directly for The Ferry.

As he drew closer, he found it almost impossible to take his eyes off Ryker's Island across the river. The loud rumbles and the flashes of light were coming closer together now. One of the great pillars that surrounded the prison, keeping it from public view, had been partially knocked down. Spider-Man understood now why they'd tried to keep the building shielded. In its half-materialized state it was fascinatingly disturbing to look at. It was like a shadow with three dimensions. It seemed to pulsate as if the whole prison had a heartbeat.

Spider-Man touched down just outside The Ferry building and ran inside. He sprinted down the main corridor, coming to the steel security door at the end of the hall. It was already ajar. He pushed it open and stepped into the teleportation lab. Inside he found Iron Man standing at the main console, adjusting dials and flipping switches like Beethoven playing a piano. Standing behind him and watching intently were J'onn J'onzz, Green Arrow, and Wonder Woman.

Green Arrow looked up and saw Spider-Man. He instantly grabbed an arrow from the quiver on his back, strung it into his bow and aimed it squarely at Spider-Man's head.

"Don't move, you traitor!" Green Arrow barked.

Spider-Man threw his hands up. "Whoa, whoa! Don't shoot!" he cried. "Okay, I know how this must look, but that wasn't me who attacked you guys at the fortress! That was an evil clone of me! I'm the real Spider-Man!"

J'onn stepped forward and put a hand on Green Arrow's arm. "He's telling the truth," J'onn said. "This is not the same Spider-Man who attacked us."

Green Arrow slowly and cautiously lowered his bow and arrow.

"Okay..." Green Arrow said. "So where have you been all this time? And what happened to the clone?"

"That is a really long and complicated story," Spider-Man said. "One I'm guessing we don't have time for right now."

"That would be the understatement of the year, web-head," Iron Man said. He turned away from the computer console for a moment. His faceplate slid open, revealing Tony Stark's face. "Okay, I've managed to interface the controls with the A.I. in my armor. I can control everything here through the Heads-Up Display." He tapped the side of his helmet with his finger.

"How much time do we have?" Wonder Woman asked.

"At most, I can hold this thing back for an hour," Tony said. "After that, the stasis field just isn't going to be able to handle the pressure. A catastrophic explosion is not an 'if' at this point, it's a 'when,' and that 'when' is coming up pretty damn quick."

"So what do we do?" Green Arrow asked.

"I'll fly it into space," came a voice from behind them.

They all turned to see Superman standing in the doorway. He was leaning against the doorframe, not quite able to stand up on his own. He looked exhausted, beaten.

"You'll fly what into space?" Stark asked.

"The prison," Superman said. "I'll pick it up... and fly it into space, where it won't hurt anyone when it explodes."

"Yeah..." Stark said skeptically. "On your best day, that would be impressive. Right now, you don't look like you could pick up Chinese food."

"I can do it," Superman insisted. "You said you can hold the explosion off for an hour. So I have one hour to fly the prison as high as I can. And you have one hour to get everyone out before it explodes."

Stark sighed. "There are so many problems with this plan."

"Do you have a better one?" Spider-Man asked.

"If I did, we'd be doing it," Stark replied.

"But you don't," Green Arrow said. "So I vote with Superman."

"As do I," Wonder Woman said.

"And I as well," J'onn added.

"Your Justice League meetings must be a lot of fun," Stark said. "Okay, okay, let's say we're doing this. Supes, you realize you would need to actually be inside the prison to lift it? If you were to go outside and try to... you know..." Stark made a motion like he was lifting something heavy up off the ground. "You wouldn't be able to pick it up because it's only half materialized in our world, and slipping farther into the Negative Zone every minute. You would need to go inside the prison and..." He made a motion like he was pushing up against the ceiling.

Superman nodded. "Got it," he said. He wearily started walking toward the teleportation pad in the middle of the lab.

"Next, the logistics of actually getting everyone out of there," Stark continued. "The prison has hundreds of inmates. Their cells need to be opened one at a time, and, again, from inside the prison. I don't have a mass release switch. They would need to be let out of their cells and guided to the teleportation pad inside the prison."

Spider-Man stepped forward. "I'll do it," he said.

"Do you realize what you're agreeing to?" Stark asked. "Some of those inmates are your fellow heroes. But a lot of them are villains. Monsters who were locked up in there before Lex declared you all public enemies. And when I say monsters, I'm serious. Guys like Killer Croc, the Abomination, Clayface. They're in there for a reason."

"It's not our job to decide who lives and who dies," Spider-Man said. "I'll get as many of them out as I can."

Stark nodded. "Here," he said. "You'll need this." He handed Spider-Man a card key. "This will open any cell in the prison. Also, the prison is staffed by a handful of guards. Most of the prison runs autonomously so it doesn't need many, but there are a few. We lost communication inside the prison awhile ago so those poor guys have no idea what's going on. You need to find them and get them out too."

"Okay," Spider-Man said. "Anything else I should know?"

"Yes. The layout of the prison is essentially a maze," Stark said. "A maze that automatically reconfigures itself every 20 minutes. That way in the unlikely event that a prisoner gets out of his cell, they still would have no idea where they were."

"Well that's just ducky," Spider-Man groaned. "How am I supposed to find my way around? When the prison reconfigures itself I'll have no idea how to get back to the teleportation pad."

"I'm activating The Vision," Stark said. "He's already inside and will be able to help you."

"What's The Vision?"

"The Vision is an android that Hank Pym and I designed. I call him The Vision because he allows me to see what's going on in the prison," Tony said, gesturing to one of the monitor screens at the computer console. "He's driven by the same A.I. as JARVIS. You two should get along fabulously. He'll guide you through the prison."

"And what are we supposed to do while all this is going on?" Green Arrow asked.

"I'll be sending everyone I can back through the teleportation pad," Spider-Man said. "Like Stark said, a lot of the guys coming through are going to be bad guys. Criminals. Monsters. And there are going to be possibly hundreds of them coming through in a very short amount of time."

Green Arrow nodded. "Got it," he said. He strung the arrow back up in his bow. "Contain."

Wonder Woman looked around. "Is no one else coming to our aid?" she asked.

"Green Lantern is on his way, he was on a mission in deep space," J'onn explained. "I was unable to reach Thor, which usually means he has returned to Asgard at the moment."

"And Beast?" Wonder Woman asked.

"Beast was injured much worse than any of us realized," J'onn said, sadly. "He lost a lot of blood when he was wounded by Kraven. He is in critical condition."

Everyone was silent for a moment.

"Okay," Spider-Man said, a little shaken. "We don't have a lot of time. Let's do this."

"You'll never get everyone out on your own," came a raspy voice from the shadows. They hadn't realized anyone else was in the room. A figure stepped forward. A figure with a long black cape, a horned cowl, and a bat insignia on his chest.

"You!" Spider-Man gasped. "What are you doing here?"

"I came to help," Batman replied.

"I only have one card key, slick," Stark replied. "You're not going to be able to get the cells open any faster."

Batman took the card key out of Spider-Man's hand, then removed a small rectangular device from his utility belt. He carefully pressed the card key onto the bottom of the device. A few seconds later a green light lit up and the device gave a small confirming "beep beep." He handed the card key back to Spider-Man.

"Did you just...?" Tony pointed at the device in Batman's hand. "Did you just copy the card key's credentials onto that thing? You did, didn't you? You copied my technology just like that?"

Batman clipped the device back onto his belt. "We're running out of time," he replied.

Superman was already standing on the teleportation pad. Spider-Man hopped up and stood beside him. With a whirl of his cape, Batman leapt up onto the pad as well. The three heroes stood side by side, waiting to be whisked off into the heart of the prison.

"All right," Stark said. "One last thing. This teleportation system was calibrated with a very specific range. As Supey starts flying the prison higher and higher, eventually it's going to reach a point where the teleporter is not going to work anymore. When we're getting close to that point and I tell you to get out, you get out! When we lose the teleporter, you're stuck. There's no getting you back. Capiche?"

"Capiche," Spider-Man replied.

Stark's helmet clicked shut. He activated the teleportation system via his Heads-Up Display. A beam of red light shot all through the platform, seemingly disintegrating the heroes where they stood.

"Good luck, gentlemen," Tony Stark said quietly. "And Godspeed."


	25. Chapter Twenty Five

CHAPTER TWENTY FIVE

Superman, Spider-Man, and Batman re-materialized inside the prison. The first thing they noticed was how different everything felt. The air was thinner, making it harder to breathe. The light was dim and made everything appear hazy. As they each took their first cautious step off of the teleportation platform they noticed that the gravity was uneven, making it hard to balance. It was truly a foreign environment.

The second thing they noticed was how staggeringly big the prison was. There were corridors that branched off in six different directions from where they currently stood. Then they looked up, and saw that there were many floors above them as well. And every single wall was lined with the big, metal security doors of cell after cell after cell. The task they had agreed to take on was seeming more daunting by the moment.

Before they'd had any real chance to react, they were approached by a 6 foot tall green android with a red face. "Greetings, heroes," the android said. He spoke with the same English accent as JARVIS. "I am called the Vision. Mr. Stark informed me of your pending arrival. How may I be of service?"

Superman and Spider-Man looked at each other. Superman gave a slight nod, then put his hand on his friend's shoulder for a moment. Then, without another word, he lifted up off the ground and took off toward the ceiling far above their heads.

"That man just flew," Batman observed, a bit taken aback.

"Yeah, you never really get used to seeing that," Spider-Man replied. Then he turned to the Vision. "You may be of service, Mr. Vision, by making sure we don't get completely lost in here. We need to get these cells open A.S.A.P." He held up the card key that Stark had given him.

"Very well, sir," the Vision said. He gestured to the corridor immediately to their right. "Might I suggest you start with this row. You will find many of your allies from the Justice League. Releasing them first may give you an advantage over any inmates who may prove... difficult to control."

"Great idea," Spider-Man agreed. "I guess I'll start over here then. What about you, Batm-?" But when Spider-Man turned to address Batman, he was already gone. "Oookay, not one to wait for directions, I guess. I sure hope he can find his way back here when the maze reconfigures itself."

"The next reconfig is in 11 minutes, 37 seconds," the Vision declared.

"In that case, let's get moving," Spider-Man said, and he headed for the first row of cells.

High above Spider-Man's head, Superman had ascended to the prison's ceiling. He was feeling lightheaded, and was unsure whether it was from the thinner air in the prison, the beatings he'd been through, or a combination of both. He knew what he was about to attempt was nearly impossible. He also knew that if he failed, millions of people would die. Failure was not an option today.

He carefully placed the palms of his hands against the ceiling. He closed his eyes and gritted his teeth. And he pushed.

Back at The Ferry, it was all Iron Man, Green Arrow, Wonder Woman, and J'onn J'onzz could do but wait and stare at the teleportation pad, waiting for someone to come through. Iron Man had reversed the polarity of the teleportation unit now. Rather than the red rays that had blasted the other three heroes into the prison, the pad now had a constant blue beam emanating from it. The door was essentially open for anyone to come back through.

Iron Man was quietly mumbling something, and occasionally waving his hands in the air. Green Arrow raised an eyebrow.

"Talking to yourself, Stark?"

"Sorry," Iron Man replied. "It's been awhile since I had to do advanced calculus in my head. I'm trying to keep the prison as stable as I can, as long as I can. I'm having to adjust the stasis field almost constantly at this point."

"Can I ask you a question?" Green Arrow asked.

"Shoot," Iron Man replied.

"How could such smart guys like you and Reed Richards possibly think it was okay to build a prison that could potentially explode and wipe out an entire state?"

Iron Man did not seem pleased by the question. "Hey, look," he said. "Nuclear power plants are dangerous too, but they serve a purpose. The benefit outweighs the potential risk. You get the right guys doing the math, you don't have a meltdown."

"So, what happened in this case?" Green Arrow asked. "Didn't have the right guys doing the math?"

Iron Man's faceplate slid up revealing Tony's glaringly angry face. "We did the math. We checked each other's work. We were right," he insisted. "There was a variable somewhere that we didn't count on. Something we couldn't have foreseen." He stewed for a moment. "And it really pisses me off that I still don't know what it was," he added.

"Really?" Green Arrow was surprised.

"Well, not for certain, anyway," Stark said. "There's another gravitational pull from somewhere inside the Negative Zone. That's the only logical explanation I can come up with. But exactly what's causing it, I don't know. Not yet, anyway."

Green Arrow nodded. He seemed satisfied with this answer, at least for the moment. "Can I ask one more question?"

"Sure," Stark said.

He nodded at Tony's armor.

"I thought you said your 'cowboy days' were over?" Green Arrow said with a smirk.

Stark chuckled. "Yippee-ki-yay, Mr. Queen," he said with a wink. With that, his faceplate slid shut again.

Back inside the prison, Spider-Man stood in front of the first cell. He had been expecting to find traditional jail cells, with the metal bars and all that. Instead each cell was marked simply by a large metal door. There was no window to see inside the cell, and no name or indication posted anywhere as to who the occupant might be.

Spider-Man pressed the card key against a proximity reader just to the right of the door. There was a loud buzzing sound as the card was confirmed. The cell door clicked open. Spider-Man pushed the door all the way open. When he saw who was inside, he felt ashamed.

"Look," he said. "I know what you must think, Cap. But I swear to you. I did not betray the League. The Spider-Man who led the assault on the fortress, that wasn't me."

Steve Rogers, better known as Captain America, stepped confidently out of the cell. "It's okay, son," he said reassuringly. "Now isn't the time for explanations."

"What is it time for?" Spider-Man asked.

Cap smiled. "It's time to assemble the team."

Elsewhere in the prison, Batman approached a cell as well. He unclipped the small hand-held device from his utility belt and pressed it up against the prox reader beside one of the cells. There was a loud buzz as the reader accepted the mimicked the credentials of the keycard. The door opened and Batman stepped inside.

Doctor Otto Octavius was strung up in the middle of the cell. Each one of the four metal tentacles that protruded from his body was stretched out and locked into a magnetic restraint in a different corner of the room, effectively suspending Octavius in the center of the room. The doctor looked up in surprise at Batman.

"Am I dead?" Otto asked.

"No," Batman replied.

"Are you sure?" he asked. "I feel like I remember drowning." Octavius started rambling about something having to do with a tritium reaction, and sacrificing himself to stop it. He was not sure how much his memory could be trusted though, he explained. The inhibitor chip at the base of his skull had been destroyed when the arms were fused to his body, and his brain had been jumbled ever since. He was not totally sure how accurate his memory of the events of his past really were, and as such was not really making an attempt to reconcile them with where he currently found himself.

Batman was not really listening to Octavius's story. Instead, he was quickly going around to each corner of the room and disabling the magnetic restraint, freeing each one of Dr. Octopus's tentacles. In less than a minute the doctor was free.

He was a little unsteady on his feet, and Batman had to help the doctor to the door. Batman pointed back down the corridor. "Go!" he commanded. Dr. Octopus did not wait for further explanation as he began moving quickly in the direction Batman had indicated, using his metal arms to steady himself.

High above the rest, Superman continued to push on the ceiling, only to find... nothing was happening. The prison was not lifting up off the ground as he had expected. He stopped for a moment, relaxed his muscles, and took a deep breath.

"Dad," he whispered in a gentle prayer to his late father, Jonathan Kent. "I know you can hear me. I know you're always around me. I can feel you nearby every day." He exhaled slowly through his nose. "I need your help, Dad," he whispered. "I can't do this by myself. You taught me how to be Superman. I need a little help being super right now."

He clenched his teeth and braced his hands firmly against the ceiling once again. And he pushed harder. There was a creak, and a groan that seemed to come from the prison itself that echoed throughout the whole building. The prison shook, as if there were a very small earthquake just barely rattling the ground.

The prison still did not lift up off the ground.

Spider-Man pressed the card key up against the next prox reader. The door opened. What he saw in this cell was absolutely heartbreaking. Bart Allen, formerly the fastest man alive, a young man who could criss-cross the globe in an impulsive flash of speed, was confined to a wheelchair.

Spider-Man went to Bart and knelt down beside him. He took the young man's hand. "I'm so sorry for what happened to you," Spider-Man managed to choke out. There were tears stinging his eyes beneath his mask. "We'll find a way to fix this," he said. "The League has connections to some of the most powerful, most incredible people in the world... someone has to be able to..." He trailed off as he began to cry.

Bart barely reacted. He was not mad at Spider-Man. He was not much of anything right now. He was as he had been since the moment Bane paralyzed him: in a state somewhere between shock and depression. Without the ability to run, he was no longer the Flash. Without the Flash, he was nothing.

Spider-Man had to remind himself that the clock was ticking. He got up and carefully pushed Bart's wheelchair out of the cell and into the hallway where Captain America was waiting.

"Cap," Spider-Man said, clearing his throat and blinking away the tears beneath his mask. "I need you to get Bart through the teleporter. Maybe there's something that Tony Stark can..." He trailed off again, this time because of who he saw at the end of the hallway.

Dr. Octopus and Spider-Man caught each other's eye.

Something boiled up inside of Dr. Octopus. Another step or two and he would have reached the teleporter pad and been whisked back to The Ferry. But there he was. That accursed wall-crawler who had foiled his plans. Perhaps Ock could not clearly remember their history, but he did know one thing. He hated Spider-Man. And now was his chance for revenge.

"Spider-Man!" Dr. Octopus bellowed. He lashed out with all four of his monstrous metal tentacles. They shot down the hall, extending out from Otto's back. They grabbed Spider-Man in their powerful grip and yanked him back down the corridor, dragging him across the floor.

Captain America sprang into action, charging at Dr. Octopus. One of the tentacles released its grip on Spider-Man and swung at Cap, but Cap jumped right over it with the expert timing of a runner leaping over a hurdle. The tentacle swung back at Cap a second time, but he jumped on top of it and "rode" the tentacle straight to Dr. Octopus. He threw his arm around Ock's neck and grabbed him in a tight choke-hold.

Dr. Octopus's tentacles savagely smashed Spider-Man's head against the wall over and over again, even as their master grappled with Captain America. Cap squeezed tighter, cutting off the doctor's air supply. Dr. Octopus slapped and swatted at Cap with his own two arms as his tentacles flailed wildly. Captain America punched Dr. Octopus square in the face, knocking him unconscious.

But even as the doctor's body went limp, his tentacles still continued to do their master's bidding of their own mechanical will. Spider-Man was being held upside-down by one foot and swung back and forth. Captain America looked up just in time to see one tentacle heading straight for him. He ducked, but the tentacle looped around and snared him around the waist and pulled him away from Octavius's body.

Bart Allen watched the horrific scene playing out in front of him. The tentacles were ignoring him completely, obviously not considering a kid in a wheelchair to be any threat. What could he possibly do? He couldn't even stand up.

Then he spotted something. On the floor was the card key Spider-Man had used to open the cells. He must have dropped it when the tentacles yanked him down the hallway like that.

Bart wheeled his way over to the key card. He leaned way over, struggling and stretching to try to reach it. After a few awkward moments where he felt like he was nearly going to tip over in his chair, he managed to snag the card with the tips of his fingers.

Bart opened the closest cell that he could get to and silently hoped and prayed that it would be someone who could help. As the door buzzed and swung open, he found his prayers answered.

Piotr Rasputin stepped out of the magnetized cell. Now free from the limitations that the magnetic walls placed on his ability to use his mutant power, he smiled and gave a polite nod to Bart as his entire body began to "metal up."

In a matter of moments, the X-Man known as Colossus had torn Dr. Octopus's metal arms apart, ripping out their circuitry and rendering them absolutely useless.

Spider-Man lay on the ground, gasping for air and staring at the unconscious Dr. Octopus.

"Dude," Spider-Man said, leaning his head back against the wall. He looked out at the seemingly unending rows of locked cells that still remained. "They better not all be like this!"


	26. Chapter Twenty Six

CHAPTER TWENTY SIX

Spider-Man ran down another corridor, slapping the card key against proximity reader after proximity reader. Cell doors buzzed and popped open one after the other. Most of the inmates emerged from their cells confused, even a bit wary, wondering if this was some kind of trick. Spider-Man didn't have time to offer them all explanations. Instead he just waved over his shoulder as he ran and kept yelling "Go! Go! Go!" at the top of his lungs. Most did not wait for any further instruction and quickly bolted down the hallway in the direction that Spider-Man had indicated. Captain America had offered to stand watch at the teleportation pad after he helped Colossus through with Bart and Doc Ock, so he could route everyone through in an orderly fashion.

Spider-Man came to the end of the hallway and buzzed open the last door. He was surprised to see a familiar face occupying this particular cell.

"Doctor Connors," Spider-Man said, recognizing Peter Parker's former Columbia University physics professor. "Are you all right?"

"I think you had better just leave me here," he said nervously. He was hooked up to an array of tubes and wires. "This equipment is the only thing keeping me from turning back into... you know... 'it.'"

Spider-Man shuddered at the word "it." He did know all too well what Dr. Connors was referring to. In an effort to re-grow his missing arm, Connors had experimented on himself with a device called the neogenic recombinator. The device had succeeded in temporarily regenerating Connors' arm, but at the price of transforming him into a feral and uncontrollable creature called the Lizard.

"I can't leave you behind, Doc," Spider-Man insisted. He carefully unhooked Connors from all the tubes and wires. "We're not leaving anyone behind today. Come on, stay close to me and I'll have you out of here in a jiffy."

Connors, woozy from whatever sedatives they'd been pumping into him, reluctantly leaned against Spider-Man and agreed to emerge from the cell.

"That's it," Spider-Man said encouragingly as they stepped out into the hallway. "One foot in front of the other. We'll be out of here in no time."

Just then the ground shifted beneath them. The wall behind them pulled away, and they felt themselves moving upward as if they were in an elevator. For a moment, Spider-Man thought this was it, the prison was being ripped apart and it was all over. But that was not the case at all. There was the humming and whirring of machinery beneath their feet, and the shifting of the ground and walls was very measured and mechanical.

"Of course," Spider-Man groaned. The maze that made up the interior of the prison was reconfiguring itself, just as Tony Stark said it would.

The realignment stopped. Spider-Man turned the corner. He would have expected to see the teleportation pad at the end of the next corridor. Instead he saw only more cells, followed by a dead end.

Elsewhere in the prison, Batman was busy dealing with two unhappy inmates that he'd just released. The Rhino growled and scuffed his feet against the floor. He lowered his head and brandished his horn, preparing to charge at the Dark Knight. Behind him the Scorpion swung his tail menacingly, the huge blade at the end of his tail glistening in the dim light of the prison.

The Rhino charged. Batman held his ground and waited for the last possible moment. At the last instant he sidestepped to the left, letting Rhino plow his horn right into the metal door of the next cell. The Scorpion's tail lashed out wildly, aiming straight for Batman's head. Batman snapped a grappling batarang off of his belt and effortlessly lobbed it at just the right angle to ricochet off the wall and ensnare itself around Scorpion's tail. He yanked the end of the wire and pulled Scorpion off balance, sending him tumbling to the ground.

Batman pressed the device from his belt against the next prox reader. The cell door that Rhino currently found his horn rather painfully wedged into buzzed and popped open. A man with dark hair and a grizzled, unshaven face stepped out. He glared at Batman, then at the two criminals in the hallway. He shook his head in disgust. Then he started slowly walking down the hall.

"The teleporter is this way," Batman said gruffly, pointing in the opposite direction.

But the man acted as if he did not even hear Batman. He just continued calmly walking down the hall, as if he knew exactly where he was going, exactly what he was doing.

Batman contemplated going after him for a moment, but he did not have the time to waste. There were still many more cells to open, and time was getting short. The maze had already reconfigured itself once, and would do so again in less than 20 minutes.

High above the chaos below, Superman still had his hands pressed firmly against the ceiling. He felt like he was pushing as hard as he could, but nothing was happening. The prison was not lifting up off the ground. He felt like an ant trying to move a mountain.

"Are you there, Dad?" he asked again. "I could... use a little help... right now..."

He closed his eyes. It was getting hard to breathe. The strain, combined with the thinner air in the prison, was making him lightheaded. He felt like he wanted more than anything to just climb into bed, get under the covers, and sleep for a year. Maybe wake up and eat a big, piping-hot bowl of Martha Kent's famous homemade chicken soup. Maybe then he would finally feel like himself again.

When Superman opened his eyes, he was not in the prison anymore. He now found himself in a big, wide open field in Kansas. He looked down at himself in surprise. He wasn't wearing his Superman costume anymore, either. He was just plain old Clark Kent now, wearing a pair of blue jeans and an old red t-shirt.

Had everything been a dream? Or was he dreaming now? Or... was he dead?

He felt a hand on his shoulder. Clark turned around in surprise.

There, standing right next to him and beaming with pride, was his father, Jonathan Kent.

"Now, son," Jonathan said with a knowing grin. "When did you ever need my help being Superman?"

The Ferry. Inmates were starting to emerge through the teleportation pad. Some, like Bart and Colossus, had been friends and were able to help Iron Man, Wonder Woman, J'onn, and Green Arrow with the containment effort. Others of course were villains, eager for their taste of freedom and ready to do anything to escape into the streets of New York. Cheetah. Tombstone. Black Manta. Crossbones. All taken down relatively easily by the heroes. But, they all knew that the real heavy-hitters were yet to come.

Green Arrow happened to cast a glance at one of the monitors above the main bank of computers.

"Hey, Stark," he said.

"Yeah?" Iron Man replied.

"Wasn't a real big part of this plan supposed to be Superman lifting the prison up into the sky?"

"Yeeeessss...?"

Green Arrow pointed at the monitor. "The prison hasn't moved an inch."

Iron Man whirled around and stared at the screen. "Gah!" he exclaimed. He quickly checked the current readings on the stasis field in his Heads-Up Display. "He needs to get that building in the air NOW... or, pardon my french, kids, but we are all in some extremely deep shit!"

Liberty Island. The remains of the New York Fortress of Solitude. There was a small troop of Iron Avengers patrolling the area, making sure no heroes attempted to return to their base of operations. But they were looking mainly at the sky. They didn't notice a lone man quietly creep past them and delve deep into the crumbling remains of the once-proud crystalline halls.

Lawrence Garner clutched two items in his hands as he walked deeper and deeper inside. The first item was the metal cylinder that had once housed the alien intelligence known as The Eradicator. The other was the octagonal key that activated it, which Dr. Garner had found among the shards of broken crystal on the fortress floor.

Dr. Garner reached the point where the fortress split off into two different paths. One offered instantaneous transport to the caves beneath Smallville. The other gave transport to the original Fortress of Solitude in the arctic. Dr. Garner chose the latter.

As he trudged on down the path, he began to feel the cold air blowing on his face before he even saw the light. And then, there it was. A bright light engulfed him, whisking his whole body away in an instant. The next thing he knew, he was standing in the icy majestic splendor of the arctic fortress.

"Jor-El," Dr. Garner called out. His voice echoed across the empty chamber of the fortress. "I need your help."

There was a long pause, as if the fortress itself were considering whether or not Garner was worthy of a reply. Then, at length, a reply did come.

"Lawrence Garner of Earth," the booming voice of Jor-El replied. "For what purpose have you come to the fortress?"

"It's Kal-El," Dr. Garner yelled. "He is facing a challenge now that I fear he cannot overcome. I am afraid he will be killed."

"Kal-El does indeed face an extremely difficult task," Jor-El agreed. "It is possible that he will not survive. I am willing to offer aid to my son. What is it that you suggest?"

Dr. Garner held out the cylinder and raised it up above his head. "Let me become the Eradicator again," he said. "With that power I could help Kal-El. I could save him."

"A very noble request," Jor-El said. "A request, however, that I cannot grant. You are no longer a suitable host for the Eradicator, Lawrence Garner. Your first encounter with it nearly killed you. You stand before me now mentally and physically drained. You would not withstand being possessed by its power a second time."

Dr. Garner sadly lowered the cylinder back down again.

"But..." Jor-El continued. "I will allow you to find a suitable host. Someone with great will and fortitude. Someone with the resolve and determination needed to control the Eradicator's power, not be controlled by it."

There was a bolt like lightning that shot down from the ceiling of the fortress. It fed directly into the cylinder, causing the kryptonian hieroglyphs on the side of it to light up. The cylinder suddenly became heavier again, as it had been when it was first discovered.

"Remember, Lawrence Garner," Jor-El continued. "Someone with great resolve."

Dr. Garner nodded.

"I think I know the perfect person," he said.

Back inside the prison, Spider-Man was starting to panic. Now that the prison had reconfigured itself, he had no idea where he was.

"What's going on?" Dr. Connors asked. "Are we lost?"

"No," Spider-Man insisted, trying to keep Dr. Connors calm. "We are not lost. I just got a bit turned around. We'll be fine."

Just then, the Vision came around the corner. "Spider-Man!" he said. "I apologize. I did not mean to lose track of you. Stay close to me and I will help you find your way back to the teleporter."

"Oh, thank God," Spider-Man said, breathing a huge sigh of relief. "I seriously almost soiled my tights, Viz. Don't ever do that again!"

They started down another corridor. As they walked, Spider-Man continued to buzz each cell open with his key card.

He was not prepared for what he saw as the next door swung open, however.

A gust of frigid air blew out from the cell as soon as the door opened. The inside of the cell was covered with frost. Inside, sitting on a cot, was a man with skin so icy cold that it was an unnatural shade of light blue.

"Mr. Freeze, I presume," Spider-Man said.

"Hello, Spider-Man," Freeze replied. "You have come to my rescue?"

"Something like that," Spider-Man said. "Come on, we need to get moving."

"I am afraid I cannot do that," Freeze replied. "You see, if I exit this cell without my freeze suit, I will die. I cannot survive outside of sub-zero temperatures. And, unless I am mistaken, those are incandescent heat lamps outside my cell," he said, pointing. "If I leave my cell, they turn on, and I die."

Spider-Man rubbed his temples. He was getting a headache.

"And this freeze suit of yours is where, exactly?" he asked.

"They would have taken it to the armory, Spider-Man," the Vision interjected. "There is a small weapons cache at the center of the prison where the guards check out their firearms. Any weaponry possessed by the inmates that is deemed unsuitable for the outside world is also locked up there."

"Fine," Spider-Man said. "Come on, Viz. Let's get to the armory and get this guy his suit before everything shuffles around again."

With the Vision as a guide, it didn't take long for Spider-Man to reach the armory. Dr. Connors followed close behind, still looking around nervously. Spider-Man ripped the lock off of the armory door and opened it, then stepped inside what essentially amounted to a large walk-in closet full of weapons.

Spider-Man stared at the freeze suit sitting in the corner. It was massive. A huge, clunky suit of refrigerated armor.

"An air conditioning unit with legs," Spider-Man declared. "How am I supposed to carry all this?!" He looked at Dr. Connors, about to ask him for help. Then he looked at the doctor's one arm and quickly shook his head. He turned to the Vision instead. "I'm going to need some help carrying this thing," Spider-Man said.

Then something caught his eye. He got an idea.

"Scratch that," he said. "New plan." He picked up the freeze gun that was sitting next to the suit.

A few minutes later, the trio was back at Mr. Freeze's cell.

"Did you get my suit?" Mr. Freeze asked.

"Not exactly," Spider-Man said. He hoisted the freeze gun and aimed it at Mr. Freeze. "Forgive the cheesiness of the line, but I have to do it. CHILL OUT!"

He pulled the trigger and blasted Mr. Freeze with an icy beam of sub-zero cold.

Minutes later, back at the Ferry, the heroes prepared for another villain to come through the teleporter. Green Arrow raised his bow. Iron Man readied his repulsor rays. Wonder Woman whirled her golden lasso over her head. Colossus "metaled up."

A gigantic block of ice came flying through the teleporter and landed in the middle of the floor. Immobilized in the center of the ice was Mr. Freeze, a look of surprise frozen on his face. The heroes all looked at each other in utter confusion.

Back inside the prison. The dark-haired, grizzled man rounded a corner. He had been lucky enough to overhear Spider-Man and the Vision discussing the armory, and managed to follow their voices through the winding maze. Now he had found it, and Spider-Man had been kind enough to leave the door wide open in his haste.

The man stepped into the armory. He tucked a 9mm pistol into the waistband of his pants. He grabbed a 12-guage shotgun and slung it over his shoulder. Then he picked up an M16 rifle.

As he did every time he readied for battle, he thought about the family that was taken from him. The family that was murdered right in front of Frank Castle's eyes.

Many mistook what he did for vengeance. But it was not vengeance.

It was punishment.


	27. Chapter Twenty Seven

CHAPTER TWENTY SEVEN

Lex Luthor sat in a quiet corner office at CADMUS Labs. Nothing to do now but wait. Dr. Warren had what he needed to complete the last phase of the project. The Lex-Stark International building had been destroyed, burying the evidence of Lex's activities over the past few years under tons or rubble. There was just one last loose end to tie up. One person who knew too much and could prove to be a threat. He would have to be taken out. Fortunately Lex was always seven steps ahead of the game, and had accounted for this long ago. He took out his cell phone.

Bullseye awoke to a buzzing sound. His cell phone, he realized. It was on vibrate, and it was going off, rousing him from his long state of unconsciousness.

He opened his eyes. He blinked a few times, taking a good moment or two to process where he currently was. He was currently lying in a hospital bed, hooked up to an IV. Three armed guards were standing at the foot of his bed, each with a gun pointed straight at his head.

"You move one muscle, Lester, and you're a dead man," one of the guards snapped. "I don't know why they bothered keeping you alive. Should've let you drown in the harbor as far as I'm concerned."

The harbor. It was starting to come back to Bullseye now. The fight at the Justice League headquarters. The Hulk going berserk. Being thrown out into the water by that green brute. It was the last thing he remembered.

"When I think of all the taxpayer dollars that were spent fishing you out and fixing you up... not to mention calling in the bomb squad to get that weird collar off your neck..." The guard was rambling on and on. But Bullseye wasn't listening. He was looking around the room for resources.

On the table next to his bed. A chart, with a paperclip attached. That was one. Next to the chart, a ballpoint pen. Two. He looked down at the IV in his arm, and the tiny needle that was stuck under his skin. That was three.

17 seconds later the three guards were lying on the floor in pools of their own blood, with the paperclip, the pen, and the needle embedded in their carotid arteries.

Bullseye grabbed his trench coat, which had been draped over a chair in the corner of the room. He took his cell phone out of the pocket. He had a new text message. It was from Lex. The text said simply: "Time for your last mission."

He grinned. He'd been curious what Lex had planned for him since that day in the Oval Office. The day Lex had handed him an envelope and told him not to open it until the time was right.

Bulleye pulled the envelope out of his inner pocket and ripped it open. Inside was a piece of paper with three words on it: "KILL DOCTOR DOOM."

Back at the prison. Spider-Man, the Vision, and Dr. Curt Connors continued to weave their way up and down the hallways and corridors of the maze-like interior of the N-Zone Prison.

"We will be at the teleportation pad shortly," the Vision said.

"Okay," Spider-Man replied. "I'm just going to open the rest of the cells in this row, and then we can-"

"Hold it right there!" a voice behind them yelled. They stopped in their tracks. They turned around to see a guard pointing a gun at them. "What the hell do you think you're doing?!"

"Don't shoot!" Spider-Man said quickly. Stark had warned him that there were a few guards in the prison, and that they had no idea that the whole place was in imminent danger of exploding. "Look man, I don't have a lot of time to explain, but we need to get everyone out of here right away."

"Spider-Man is correct," the Vision added. "We need to evacuate the prison."

"On whose authority?" the guard demanded incredulously.

"Tony Stark's," the Vision replied. He held out his hand and a holographic image of Iron Man appeared before them. He appeared to be in the middle of a fight with a giant gorilla at the moment.

"Delgado, it's me," Iron Man said. "Everything they're saying is true. Get the other guards and help these guys herd the prisoners toward the teleporter. Then get the hell out of there yourselves." Iron Man blasted the gorilla in the face with a repulsor ray. "And, seriously... 'Gorilla Grodd'? Where do you find these guys?"

The Vision closed his hand and ended the holographic transmission.

The guard's eyes were was wide as saucers. "Okay, I believe you," he said, nodding quickly. He holstered his gun. "I'll get the others. There are only six of us on duty at the moment, but we'll do what we can."

"Your assistance is greatly appreciated," the Vision said.

"Yes," Spider-Man agreed. "What he said."

The guard took off running back down the hallway. Spider-Man looked over at Dr. Connors. He was leaning against the wall, trembling.

"Doc, you all right?" Spider-Man asked.

He shook his head. "I... I don't feel so well."

"Okay," Spider-Man said, placing a hand on Dr. Connors' shoulder. "Viz, I think we'd better get the doc out of here. We can come back and finish this row once he's safely through to the other side."

"No, no, no," Connors insisted. "You said we were close to the teleporter. I'll be all right for a few more minutes. I know time is running out. You do what you have to do. I'll be okay."

"All right," Spider-Man said. "Hang in there, doc. We'll have you out of here soon."

High above the action, Superman still hovered with his hands pressed firmly against the ceiling. At least, that's where he was physically. In the mental/spiritual sense, he was somewhere else entirely. As Clark Kent, he was standing in a field in Kansas talking to his late father Jonathan Kent.

"Dad?" Clark asked in amazement. "Am I… am I dead?"

"No, son, you're not dead," Jonathan assured him, putting a hand on Clark's shoulder. "But you are pushing your body harder than you've ever pushed it right now. I know your limits are far beyond those of mortal men, but you're testing them like never before today."

"Are you saying I should stop?"

"Of course not," Jonathan replied. "When have I ever raised you to quit in the face of danger? No, Clark, I'm not telling you to give up. I'm sure you're expecting me to give you some kind of pep talk, lecture, or words of wisdom like I always did…"

Clark nodded.

"…but I'm not going to," Jonathan said.

"You're not?" Clark was confused.

"No. Not today." Jonathan grinned knowingly. "Because there's someone else here who really wants to talk to you."

Jonathan stepped aside. There, standing behind him, beaming from ear to ear, was Chloe Sullivan.

"Chloe!" Clark choked. He ran to her. She leapt up and threw her arms around him, burying her face in his chest. "Chloe…" Clark couldn't help it. He burst into tears. "Chloe, I am so, so, so sorry…"

She pulled away from him. "Stop it!" she said. She smacked him on the arm. "You stop that right now. All our years growing up together, you were constantly blaming yourself for every single thing that ever went wrong. If I had a nickel for every time you said the words 'It's all my fault,' I'd be richer than the Luthors!"

Clark laughed through his tears. He knew she was right. But he couldn't help but feel horrible for not saving her life.

"Chloe… if I had only known. If I had only been able to save you somehow," he said.

She shook her head. She delicately placed a finger to his lips and shushed him. "From what I understand, my death was what finally inspired you to become a superhero," she said. "Is that true?"

She took her finger away from his mouth. He nodded.

"No one ever believed in me as much as you did," Clark said. "You had this notion that I was this infallible hero who could save anyone. This ideal for everyone to look up to."

"If I'm the one who finally made you believe that, then my death had a purpose," Chloe insisted. "I wouldn't change a single thing."

He looked away. The thought that Chloe would willingly give her life in order for him to become Superman was completely overwhelming.

"I know what you're doing now is bigger than anything you've ever done before," Chloe continued. "You've been beaten. You've been hurt. They took away your powers with red sun rays and then nearly killed you with kryptonite. And somehow, after all that, you're supposed to lift an entire building into the sky."

He looked back at her.

"And Clark Kent can't do that," she said, shaking her head. "The Clark Kent who constantly doubts and questions himself doesn't stand a chance."

Chloe closed her eyes. A brilliant yellow light shone down from the sky and enveloped Clark. He was filled with the warmth of the bright sunshine of a summer day. When the light finally faded, he was no longer wearing his t-shirt and jeans, but rather the familiar blue and red costume and cape of Superman.

Chloe opened her eyes. She took a step back and looked him up and down, approvingly.

"Now Superman, on the other hand," she said with a smile. "Superman can do anything."

He smiled back. He grabbed Chloe and held her tightly in his arms.

"Thank you," he whispered.

"Thank you," she whispered back. She gave him a gentle kiss on the cheek. "Give that to Peter for me when you see him."

Their embrace ended, and he took a step back. "I will," he said. Then, after a moment, quickly added, "Well, you know I'm not really going to kiss him, right?"

She burst out laughing. She wiped away a tear with one finger.

"You should go," she said. She grabbed his hand and squeezed it. "You have to save the day, remember?"

"Of course," he said.

He stepped back. Their hands were still locked. They continued to slowly step away from each other until their arms were fully outstretched, their fingers just barely touching, neither one wanting to let go.

The next thing he knew, Superman was staring at the ceiling of the prison, his hands still pressed firmly against it.

The Ferry. The heroes were still valiantly fighting off each villain who made their way through the teleportation portal. Wonder Woman hurled Mystique across the room. Colossus threw punch after punch at Blockbuster until he was finally unconscious. J'onn J'onzz was locked in a telepathic battle with Psimon. Green Arrow shot an electrified arrow that took out Toad.

Just then, Green Lantern flew in through the lab door. "Sorry I'm late, guys," he said. "I was giving Tomar Re a hand with something over in Sector 2813."

"Glad you could make it," Iron Man said, blasting Major Force out of his way with a repulsor ray. He stepped over the unconscious Gorilla Grodd as he approached GL. "I'm going to give you the Reader's Digest version. That big prison across the river needs to go bye-bye. Superman was trying to fly it into the sky but he doesn't seem to be up to the task. Get in there and tag out with him, will you?"

"Roger that," Green Lantern said, heading for the teleporter pad without asking for any further explanation.

"Wait!" Green Arrow called out. He pointed at the monitor screen. "Look!"

Everyone turned and stared at the monitor screen that was currently showing Ryker's Island.

Slowly, miraculously, the prison was lifting up off the ground, one foot at a time.

"I'll be a monkey's uncle," Iron Man said. On the floor, Gorilla Grodd growled. "Ah, shut up," Iron Man snapped, giving the gorilla a sharp kick.

Inside the prison. Spider-Man wobbled and nearly lost his balance. He'd gotten used to the unusual gravity in the prison, so he was surprised by the sudden shift.

"What's going on?" he asked.

"It appears that Superman has successfully begun to lift the prison off the ground," the Vision informed him.

"Just now?!" Spider-Man cried. "You mean he hasn't been doing it this entire time?"

"No sir, I am afraid not," the Vision replied.

"Oy vey," Spider-Man said, holding his stomach. "I'm getting an ulcer from this. Oh well, apparently we will all be dead soon." He glanced at the terrified Dr. Connors and realized that his comment wasn't helping things. "Um, just kidding," he added, weakly.

He slapped the card key against another reader. The cell door buzzed open. Inside, bound by magnetic restraints, was Victor Stone, a.k.a. Cyborg.

"Spider-Man!" Cyborg exclaimed.

"Hey! Cyborg!" Spider-Man ran into the cell and found the kill switch for the magnetic restraints. He threw the switch and the restraints powered down, releasing Cyborg from captivity. They stepped back out into the hallway together, and Spider-Man quickly pointed out the direction of the teleporter.

"Are you trying to open all of these cells one by one?" Cyborg asked.

Spider-Man nodded and held up the card key. "Uh huh. Sucks, doesn't it?"

"Why don't you just open them all at once?"

"Stark said it can't be done," Spider-Man said. "He didn't build in a mass-release mechanism."

Cyborg pressed his hand against the prox reader beside one of the cells.

"Maybe he didn't," Cyborg said. "But I can 'talk' to the prison directly. I can tell it what to do."

"That would certainly save us some time…" Spider-Man said. He looked over at Dr. Connors again. The man had broken out in a cold sweat and looked close to passing out.

"I can do it," Cyborg said, nodding. He looked like he was listening to some voice that only he could hear. "I can open all the cells at once. And I can disable any additional restraints in the specially designed cells, like my magnetic bonds in there. Anything extra that would be keeping the inmates from leaving their cells once they're opened."

Spider-Man rubbed his forehead. It would certainly save them a lot of time if they could release everyone at once. But the thought of hundreds of super-powered inmates, all running loose around the prison uncontrolled and undirected, was horrifying.

"Do it," Spider-Man said after a moment. "The clock is ticking. We don't have a choice."

"Done," Cyborg said with a nod.

There was a deafening buzz as every single cell door in the prison unlocked all at once.

There was a brief moment of silence. The proverbial calm before the storm.

And then, there was the unsettling din of hundreds of inmates realizing their cells were open and bursting out into the hallways.

"I… I really don't feel good…" Dr. Connors said.

Spider-Man, Vision, and Cyborg turned around and looked at Dr. Connors.

His missing arm had grown back. His skin was turning a sickly shade of green. And he was starting to develop scales and a tail.

"Ohhhhh, crap…" Spider-Man groaned.

The prisoners were running loose in the hallways. One in particular, a scrawny man with red hair, sprinted down the corridors as if he knew exactly where to go. He wasn't looking for the teleportation pad, though. He was looking for something else entirely. Something he could feel calling out to him with every fiber of his being.

Elsewhere, Batman was taken by complete and utter surprise by the cell doors suddenly swinging open. He dropped into a defensive stance as inmates burst out all around him. Some tried to fight him and were quickly and efficiently taken down by Batman's fists. Most, though, ran as fast as their feet would carry them in search of a way out.

Batman looked up to see a man standing beside him, staring at him. Not fighting. Not fleeing. Just staring. It was very unsettling.

Then the man's head burst into flames. The flesh seemed to melt away until all that was left of his face was a hideous flaming skull.

"What… are… you?" Batman asked, slowly.

"I am the Spirit of Vengeance," Ghost Rider answered. "And we are about to be in the presence of great evil."

The lowest level of the prison. The level where the most dangerous criminals were confined. A cell door that was much larger than the others slowly creaked open as Emil Blonsky, appropriately dubbed The Abomination, lurched his way out of his cell. He ripped hypodermic syringes out of his skin that had been pumping him full of elephant tranquilizers for months. He growled. He was free.

Other specially designed cells on that floor opened as well, releasing the likes of Matt Hagan, the shape-shifting fiend known as Clayface; William "Flint Marko" Baker, the elusive and enigmatic Sandman; and Morrie Bench, the living embodiment of water called Hydro-Man.

On that same level of the prison was a containment unit that did not contain a prisoner. At least, not a human one. The tank-like containment unit constantly swirled a dark red substance that appeared to be a thick and viscous liquid. A liquid that could move and react. A liquid that was alive.

The scrawny red-headed man reached the containment unit, panting and out of breath. He looked up at the swirling dark red liquid and smiled the enamored smile of a man seeing his long-lost lover for the first time in years.

"There you are," he said, elated.

He began pressing buttons on the panel on the wall, trying to disable the containment unit and release the object of his desire. He quickly became frustrated when he could not figure out how to do it. Nothing seemed to work. The tank kept swirling around, refusing to release its occupant. He banged his fist on the control panel in anger.

Finally, the man named Cletus Kasady grabbed a metal pole from the corner of the room and began bashing the containment unit over and over again. It cracked. He smashed it again. Another crack. One last smash and the containment tank split open like a piñata bursting open to unleash its contents.

"Yes!" Kasady cried in ecstasy. "YES!"

The red liquid, in fact an alien symbiote, oozed out of the containment unit. It slowly slid across the floor toward Kasady, who trembled at the thought of finally becoming Carnage once more.

So distracted was Kasady by the mere thought of merging with the symbiote again that he failed to notice another man sneaking up behind him.

The man picked up a particularly jagged shard of glass off the floor. He threw his arm around Kasady's neck, grabbing him in a choke hold.

"Neat toy!" the man whispered. "I want to play."

In one smooth motion the man slit Kasady's throat. The man noted with amusement that the spurts of blood that came from Kasady's jugular vein were almost the exact same color as the symbiote that was slithering across the floor.

Kasady fell to the ground. With his last moments of life he looked up at his killer and was horrified to see a wickedly grinning white face with red lips and green hair.

"Come to daddy," the Joker said, beckoning the symbiote to him. Slowly, the symbiote heeded the Joker's call. It bonded to his leg, then gradually spread up over his body.

After a few moments, the Joker was completely covered head-to-toe in the living red entity that was the symbiote. What else could he do but laugh? He cackled wildly to himself as he walked out of the room.

"Wait 'til they get a load of me!"


	28. Chapter Twenty Eight

CHAPTER TWENTY EIGHT

Once it had begun, it only took a few more seconds for the transformation from human being to reptilian monstrosity to complete. Gone were both the form and intelligence of Dr. Curt Connors. They had been replaced by the scaly green body and feral mind of the Lizard. The creature let out a snarl and gnashed its jagged teeth.

"Did you know he was gonna turn into that?" Cyborg cried.

"Yeah, he does this from time to time," Spider-Man answered.

"Man, you hang out with some really weird-" Cyborg did not get a chance to finish his sentence as the Lizard lunged at him, snapping his powerful jaws and lashing out with his razor-sharp claws.

Spider-Man's spider sense kicked in just in time. He leapt to Cyborg's aid, shoving him out of the way and knocking him to the floor. The Lizard dove right over them, and, in his rage, grabbed the nearest body he could find instead.

Unfortunately, that body turned out to be that of the android known as the Vision. The Lizard dug his claws into the Vision's back, then threw his head back and roared.

"Oh dear," the Vision muttered.

The Lizard chomped his powerful teeth down on the Vision's head, then ripped it right off of the android's body and shook it back and forth savagely.

"No!" Spider-Man jumped to his feet and ran to the Vision, but it was too late. Wires hung limply from his neck like arteries, shooting out sparks like spurts of blood. The Lizard spat out the Vision's head out like a pit, and the dented and damaged head clank-clank-clanked across the floor.

Spider-Man tackled the Lizard and knocked him to the ground. The Vision's headless body swayed back and forth a few times before ultimately crashing to the floor as well.

Cyborg quickly got to his feet as well. He ran to where Spider-Man was trying desperately to hold the Lizard down, but the creature was thrashing and snapping his teeth wildly. Spider-Man would not be able to restrain him for long.

"What can I do?" Cyborg asked frantically.

"Connors' cell is just back around that corner," Spider-Man grunted, trying to keep the Lizard's arms pinned down. "He was hooked up to an IV that was keeping the transformation repressed. See if you can go grab some of whatever they were pumping into him!"

"Right!" Cyborg said. He started running down the hall.

He stopped in his tracks as the ground beneath him began to pull away from the wall. There was a loud mechanical hum as the walls raised up, pulled away, and then re-assembled themselves.

"Oh no..." Spider-Man gasped. "Oh no oh no oh no!"

Cyborg turned and stared back at Spider-Man. "What just happened?!"

"The prison just reconfigured itself," Spider-Man moaned. "Now we have no clue where Dr. Connors' cell is, or where the teleporter is." He turned and looked at the lifeless body of the Vision. "And we just lost our tour guide!"

Elsewhere inside the prison. Adrian Toomes, also known as the Vulture, walked slowly and with great determination down one of the many corridors inside the maze-like prison. To his right was Samuel Sterns, a man with a mind mutated by gamma radiation who liked to be called The Leader. To his left was Waylon Jones, a brute of a man whose skin condition and vicious attitude had earned him the moniker Killer Croc.

"I thought they only locked guys up in here who was too dangerous to put in regular jail," Croc sneered. "So why would they put a guy with a giant head and a smelly old man in here?"

Toomes scowled. "Do you have any idea who I am, you moron?" he snapped. "I'm the Vulture!"

"Big whoop," Croc replied. "You look about as dangerous as Larry David."

"And I, you neanderthal, am the Leader," Sterns chimed in. "And my superhuman mental acumen, enhanced by gamma-irradiated blood, is what gives me total intellectual superiority."

"Uhhh?" Killer Croc did not know how to respond.

"For instance, Mr. Croc," the Leader continued. "A lesser mind would assume that the constant reconfigurations of the prison maze are completely random, and that it is impossible to know our exact location at this moment. However, that is simply not so. Mr. Stark and Mr. Richards only programmed in a mere 2,016 different layouts to the maze. Given that the reconfiguration occurs every 20 minutes, that means that every 28 days the cycle begins anew. It is currently June 8th, 12:54 a.m. We are in configuration 963. And the armory, my dear friends, will be coming up on our next left."

"Armory?" Killer Croc said in surprise. "You mean you're not taking us to the exit?"

"No, you simpleton," Toomes answered. "The armory is where they locked up my wings and my talons. Talons that I forged using secrets that I unlocked from the Tablet of Time itself. With those talons I will suck the youth from Spider-Man's bones, making myself young again and turning Spider-Man into a decaying, degenerate old man."

"The esteemed Mr. Toomes promised me $10,000,000 if I led him to the armory, Mr. Croc," the Leader explained. "As soon as we acquire his talons and flight suit we will proceed to the egress, post haste."

Croc grumbled and mumbled to himself. "Fancy shmancy talk... think you're so smart..." He happened to cast a glance back over his shoulder. He stopped, and pointed. "Hey, you sure the armory isn't back that-a-way? It looks like that guy found it already."

Sterns and Toomes stopped. They slowly turned around. The figure that they saw standing at the end of the hallway behind them made their blood run cold.

"Jesus!" Toomes cried, his hands trembling. "That's the Punisher! Run for your lives!"

But it was far too late for that. Frank Castle, known and feared by the criminal underworld as the Punisher, fired the M16. A hail of bullets tore through Sterns, Jones, and Toomes. Adrian's frail old frame was the first to fall, clutching at the wall in vain as he toppled over, his body riddled with bullet holes. Sterns' giant cranium virtually exploded, gamma irradiated brain matter splattering everywhere. Killer Croc fought back the hardest, his beastly physique able to take much more punishment than his two companions. He fell to his knees, bleeding out of a dozen bullet wounds in his chest and abdomen. But still he fought, struggling to stay upright. He steadied himself with one hand against the wall and tried to stand up, even as the room seemed to spin around.

The Punisher casually strode right up to Killer Croc. Croc had one arm clutched tightly to his stomach, trying to hold back the blood that was already pouring forth from his wounds. He tried to blink the blood away from his eyes that was keeping him from seeing clearly. He could make out the form of the Punisher approaching him. He roared, showing his alligator-like fangs in a warning of pure violent rage.

Frank Castle swiftly pulled the handgun from his waistband and fired a single shot directly into Killer Croc's open mouth. The bullet blasted through the back of his skull. The hulking gray form of Killer Croc fell instantly to the floor, dead.

The Punisher calmly slipped the handgun back into the waistband of his pants and continued on his way.

Still elsewhere in the prison. The guard named Jose Delgado had managed to round up the five other guards that were on duty in the prison. He tried desperately to convey to them what he had learned.

"I'm telling you, guys, I heard it directly from Mr. Stark," he insisted. "Well, a hologram of him, at least. He sent Spider-Man in here to release everyone. We're all in danger if we stay inside the prison any longer."

"I'd listen to him if I were you," came a haunting voice from around the corner. The voice sounded jittery, uneven. It was the voice of someone who was not at all in their right mind.

All six guards drew their guns and pointed them in the direction of the voice they'd just heard. Someone was coming toward them. Heavy footsteps that seemed to splat and squish with each step. Footsteps that sounded gooey.

Around the corner came the most frightening thing they had ever seen. At first sight they thought it was a man covered head to toe in blood. Red, gelatinous slime seemed to drip off of him. His eyes were wide and wild. His mouth was pulled back in an unholy, demonic smile.

"Come on, boys," the Joker-Carnage hybrid snarled. "Why so serious?"

They were all in a state of horrified shock. The split second that they hesitated to fire their guns would prove fatal. Joker-Carnage shot six tendrils out of his stomach, each one with a razor-sharp point on the end. The tendrils sliced the guards' guns apart, rendering them useless.

He grabbed the guard nearest to him by the throat and shoved him up against the wall. Another tendril snaked its way out of Joker-Carnage's body and danced menacingly in front of the guard's terrified face.

"Let's put a smile on that face," Joker-Carnage giggled wickedly.

Jose Delgado screamed as the razor-sharp tendril plunged into his face and began to carve his mouth into a ghastly smile.

The Ferry. Iron Man, Green Arrow, Wonder Woman, J'onn J'onzz, Green Lantern, and Colossus were joined by several other heroes. Storm and Iceman had made their way out through the teleporter, and Daredevil had responded to J'onn's earlier psychic summoning. They were all now aiding in the battle against the likes of Tiger Shark, The Shade, Abra Kadabra, Absorbing Man, Mirror Master, Blob, Poison Ivy, and many more.

The brawl was starting to spread out of the lab and into the rest of the Ferry building. The heroes hoped they could at least keep it contained there and not spill out into the streets, but they knew that as more and more villains emerged from the prison that would likely be futile.

Absorbing Man swung his wrecking ball at Daredevil, whose hyper-keen senses allowed him to duck just in time. The ball struck one of the main computers and crushed it, sending sparks flying everywhere.

"Hey!" Iron Man yelled. "You're paying for that!" Then, to JARVIS, he quickly asked, "What did we just lose?"

"That was just one of the stasis field monitoring computers, sir," JARIVS replied. "Its primary functions had already been re-routed to your armor."

"Okay, good," Iron Man said. "Hey, GL!" he called to Green Lantern.

"Yo!" Green Lantern called back.

"I need you to construct a barrier around all this equipment," Iron Man said, gesturing to the main computer banks. "We're running out of room in here and things are going to start getting smashed!"

Green Lantern complied, creating a huge green force field around the computer systems. "For how long?" he asked.

"Until I tell you I don't need you to anymore!"

"Are you kidding? This is a real waste of my power, Tony. As long as I'm generating the force field, I'm not in the fight and kicking ass."

"We've got enough ass kickers here, Jordan," Iron Man insisted. "If this equipment gets trashed and we lose the teleporter, no one else is coming home. And if we lose the stasis field generator and the prison explodes too early, we lose all of New York. I'm not asking you to protect that equipment for the sake of my pocketbook, I'm asking you to protect it because it's doing a lot of really important stuff, so just do what I'm asking you to do!"

"...Well, gee, when you put it that way...!" Green Lantern agreed, reluctantly.

"Is everything else still operational?" Iron Man asked JARVIS.

"Actually, no. The Vision has gone offline, sir."

"What?" Iron Man spun around and looked at the monitor that had previously been showing the Vision's POV within the prison. It was black. "Great. So our boys are effectively on their own in there."

He looked over at where J'onn and Psimon were locked in what seemed to be a very intense staring contest. In fact, they were engaged in an incomprehensible battle on the mental plane. In their psychic battlefield, J'onn was a humongous dragon and Psimon was monster that looked like a cross between a lion and a tyrannosaurus rex. They had been locked in brutal combat for what felt to them like weeks.

Iron Man waved his hand between J'onn and Psimon. "Hello... anyone home?"

"We... are... in... mental... combat..." J'onn managed to choke out, his voice barely a whisper. "He... is... a... very... powerful..."

Before J'onn could complete the thought, Wonder Woman did a handspring, wrapped her left leg around Psimon's neck, and brought him down violently to the ground. She followed through with a sharp elbow to Psimon's temple, knocking him unconscious.

"Uh... a powerful opponent," J'onn finished, shaking his head. He was snapped back to the physical world instantly. "Thank you, Diana."

"Don't mention it," Wonder Woman replied, standing up, dusting herself off, and diving right back into the fight as she lunged at Silver Banshee.

"I like a lady who knows how to take charge," Iron Man said, admiring Wonder Woman's form. Then he joined back into the fray himself, flying into the air and going after Man-Bat.

J'onn was about to enter the battle again himself when someone grabbed him by the arm.

"J'onn."

He turned to see Bruce Banner standing beside him.

"Dr. Banner!" J'onn exclaimed. "This is no place for you! You must leave immediately."

"No way," Banner replied. "You guys need me. You've got dozens upon dozens of villains pouring out of that thing, and you haven't even gotten to the real heavy hitters yet." He paused. Then added, "Blonsky is in there."

J'onn did not answer.

"After Blonsky and I tore up Harlem, General Ross had him locked up in the N-Zone Prison," Banner continued. "He's as strong as the Hulk and as mean as a junkyard dog. You need me to fight him."

"Bruce, when I forced you to transform back at the fortress, you completely lost control," J'onn objected. "I opened the floodgates too far and the Hulk ended up killing the Parasite."

"I know," Banner said, sadly. "But that's why you're not going to open the floodgates all the way this time. I just want you to open them halfway."

"What are you suggesting?"

"I want you to bring out the monster, but keep the man," Banner said. "Trigger the physical transformation, but leave my mind in control."

"I don't know if I can do that," J'onn said, shaking his head. "That's like asking someone to detonate a bomb but try to contain the blast. The force with which the Hulk emerges is too strong, too powerful. I don't think I can control it to the degree you are asking."

"I'm asking you to try, J'onn," Bruce insisted. "Please. Try. Because otherwise, Blonsky is going to tear this place apart. And I don't want that on my conscience."

J'onn winced. There was already one death weighing on both of their consciences. The Hulk may have been the one to kill the Parasite, but it was J'onn who triggered the out of control transformation by unleashing the Hulk's full rage.

"Okay, my friend," J'onn finally agreed. "I will try."

He closed his eyes. He focused. He reached deep into Bruce Banner's mind. And he attempted to find a very delicate balance that had never been found before.

Banner twitched. He felt his hands begin to tremble. Then, a searing pain like a hot knife under his skin spread all over his body. He gritted his teeth and tried not to scream, but the howl of anger and misery escaped his mouth just the same. He fell to his knees and fought through the pain. His muscles grew, his clothes ripped, his body transformed.

For J'onn it was like trying to hold back a tidal wave. An overwhelming mountain of anger threatened to crush J'onn alive. Trying to hold onto Bruce Banner's intellect amidst the transformation was like trying to hold onto one grain of sand in a sandstorm.

After one long, agonizing minute, Dr. Banner rose to his feet again. The body of Bruce Banner, however, had given way to that of the giant green behemoth known as the Incredible Hulk once again. The Hulk stared down at J'onn J'onzz.

"Doctor Banner...?" J'onn said, uncertain. "Bruce? Did it work...?"

The Hulk smiled. "What was it that Ben Grimm was always so fond of saying?" Hulk asked in a tone that was most certainly Bruce Banner's. "Oh yes, I remember." He cracked his giant green knuckles. "It's Clobberin' Time!"


	29. Chapter Twenty Nine

CHAPTER TWENTY NINE

Spider-Man struggled to hold the Lizard down as the monstrous reptile squirmed and thrashed beneath him.

"Okay, let's think," Spider-Man mumbled to himself. "We need whatever it was they were pumping into Dr. Connors… but now that the prison reconfigured again we have no idea where his cell is…"

"Wait!" Cyborg cried, running to the nearest cell. "Maybe we do." Cyborg placed his hand once again upon the proximity card reader beside the cell door. "I can 'talk' to the prison, remember? All I need to do is ask it where Connors' old cell is now. In fact, maybe I can even go one better and ask the prison to go back to the last configuration. That way the cell should be right-"

Before Cyborg could complete his thought, the Lizard swatted Spider-Man off of him with his massive tail and sent the web-slinger flying across the room. Spidey crashed right into Cyborg and they both tumbled to the floor.

The Lizard quickly sprang to his feet. He snarled, saliva dripping from his teeth as he crept closer and closer to the fallen heroes. Then the Lizard took a flying leap, jaws open wide, intending to take a huge bite out of Spider-Man.

It only took a second, but the next thing Spider-Man knew someone else was between him and the Lizard. There was a SNIKT and a flash of metal. The Lizard screeched with pain. Spider-Man looked up to see a man jamming huge metal claws that protruded from his hands straight into the Lizard's abdomen. The creature recoiled, then curled himself up in a ball on the floor and whimpered.

"Doc!" Spider-Man called out. He rushed to the Lizard's side. "Are you okay?"

"That thing is a doctor?" the man known as Wolverine asked.

Spider-Man sighed. "Most of the time. He's a scientist who sometimes turns into a big green monster in times of stress."

"Sounds like someone else I know," Wolverine said. He retracted his claws. "And he'll be fine by the way, I didn't puncture anything crucial."

"That's a relief," Spider-Man said.

Cyborg stood up. "Um... as I was saying..." he said, dusting himself off. "I should be able to ask the prison to go back to the last configuration."

"Wait," Spider-Man said. "Before you do that. Can you only tell the prison to go into configurations that were pre-programmed in? Or could you theoretically come up with an entirely new one?"

"I probably could create a brand new one," Cyborg said. "It might be a little harder, but I think I can do it. Why, what's up?"

"Enough with the maze," Spider-Man said. "We need to get everyone out of here, which means we need to get everyone to the teleportation pad. I want you to put the teleportation pad smack dab in the middle, and have every single corridor open right out to it. Can you do that?"

Cyborg whistled. "One way to find out."

He placed his hand on the prox reader again. He closed his eyes and concentrated for a long time, having a complicated unheard dialogue with the logistic system of the prison itself.

Just when Spider-Man was starting to think that nothing was going to happen, the walls and floor began to shift again. They all waited as the environment moved and reconfigured around them. It took much longer than any of the other configurations, but after a good couple of minutes the prison settled again. Now, at the end of the hallway, they could see what opened out into a huge open area with the teleportation pad dead center.

"Well done, my friend!" Spider-Man applauded.

Cyborg nodded. "Save the congratulations for when we're all out of here alive," he said. "Come on, I'll give you a hand with Lizard Lips."

"We're all set, kid," Wolverine insisted as he and Spider-Man hoisted the wounded Lizard up onto their shoulders. They all made their way to the end of the corridor and the new huge arena-like area in the middle of the prison.

At the center, right next to the teleporter, they could see Captain America, still tirelessly directing the unending stream of frantic inmates to the pad that would lead them to freedom. Spider-Man had almost forgotten that Cap had volunteered for that role, staying back and "directing traffic" as he had put it. He gave Cap a salute as they approached. Cap smiled and gave a quick salute back.

Spider-Man and co. were still about 50 yards away when the low rumbling started. The floor creaked and shook beneath their feet.

"Oh no," Spider-Man said. "Is the prison starting to come apart? Are we out of time?"

"Look!" Cyborg yelled. He pointed at a gigantic figure that was all the way at the other end of the prison but approaching quickly.

The Abomination charged through the prison, mowing other inmates over and trampling them in his wake. The floor actually cracked beneath the weight of his humongous frame. He laughed as he approached the teleporter, filled with delight at the thought of the havoc he could wreak back in the real world.

"What is that thing?" Wolverine asked.

"He's called the Abomination," Spider-Man said. "He's like a way more messed-up version of the Hulk."

"Oh, wonderful," Wolverine said. He let go of the injured Lizard, and Cyborg took his place helping Spider-Man carry the Lizard's limp and injured body. Wolverine popped his claws again with a metallic SNIKT. "I'll see you on the other side, bub," he said to Spider-Man. Then he ran at the Abomination, yelling and brandishing his claws as he ran.

The Abomination and Wolverine both charged toward the teleportation pad. They reached it at just about the same time. They both leapt into the air. Abomination raised his massive fists as if to smash Wolverine. Wolverine reared back with his claws, ready to slash at Abomination. They hit the pad and a burst of light blasted them out of the prison just before they made contact with each other.

The Ferry. Wolverine and the Abomination flew out of the teleporter and crashed into the middle of the lab, locked in mortal combat with one another. Heroes and villains alike had to scramble to get out of the way as the two of them rolled across the floor, tearing into each other like two wild animals. They crashed into the emerald force field that Green Lantern was still diligently supporting around the sensitive lab equipment.

A large green hand reached down and plucked Wolverine off of the Abomination, then gently set him down on the floor. Wolverine looked up to see the Hulk towering over him.

"Relax, Logan," the Hulk said. "I've got this." Then he turned to the Abomination. "Emil Blonsky, I presume?"

The Abomination laughed. "Well, well," he said. "Someone taught it to talk! The last time we fought you could only say about two words."

"Yes," the Hulk said. "And I believe those two words were... HULK SMASH!" The Hulk punched the Abomination so hard that he flew backwards, sending him crashing through a wall and flying out into the hallway. The entire wall came crumbling down as the Hulk leapt off after his foe.

"Sir," JARVIS alerted Iron Man. "The teleporter is approaching the upper end of its limit. I estimate that in less than ten minutes we will lose all teleportation functionality."

"Shit, you're right," Iron Man said. He checked the stats on his HUD. "And the stasis field won't hold out much longer than that, either. Our boys inside need to wrap it up fast. And with the Vision out of commission, I'm going to have to go inside and tell them myself."

Iron Man made a bee-line for the teleporter pad, intending to enter the prison and deliver the warning that time was almost up. As he approached the pad, however, his path was blocked. Four villains emerged. Sandman. Hydro-Man. Clayface. And then, behind them, sporting brown armor and a helmet, was the Juggernaut.

"Boys," Juggernaut said, looking around. "Let's redecorate." They immediately started trashing everything in sight.

"I think we're a little outgunned here, Mr. Stark," Green Arrow said, firing an arrow at Juggernaut that only bounced off of his armor.

"I'd say you're right," Iron Man replied. "Except for that." He nodded toward the ceiling.

Green Arrow looked up. "What?" he asked. "I don't see anyth-"

A huge bolt of lighting blasted down through the ceiling, punching a gigantic hole in it. There was a rush of wind and air, then Thor dropped down through the hole and landed in a dramatic crouch. He rose, twirling his hammer around and around in his hand.

"Thor!" J'onn exclaimed. "When I couldn't reach you telepathically I assumed you were on Asgard."

"I was," Thor said. "I was introducing my new friend to some people. Turns out we know some of the same gods."

There was another rush of air, and Captain Marvel swooped down and landed beside Thor. "Could you guys use a hand?" he asked.

Green Arrow laughed. "Are you kidding?" he said. "With you guys here we might just stand a chance!"

Back inside the prison. Spider-Man carefully shifted the Lizard over to Cyborg. The rabid reptile was already reverting back to his human form. Dr. Connors looked sadly up at Spider-Man. "I'm sorry," he said meekly.

"It's not your fault, Doctor," Spider-Man replied. "Cyborg here is going to get you safely back to the other side."

Cyborg nodded. "Get the rest of these whackos out of here, then you high-tail it out of here yourself, okay?" he said to Spider-Man.

"Right," Spider-Man said. "The numbers finally seem to be dwindling." They looked around. Since Cyborg reconfigured the prison to the more open environment the remaining inmates had been able to pour out faster and faster. There were maybe only a few dozen left as opposed to the hundreds they had been dealing with earlier, and they all seemed to be headed for the teleporter now. "I'm going to do a quick check of the other corridors and make sure there aren't any stragglers," he said, pointing to the hallways around the outer wall of what they had come to think of as the "arena." Spider-Man took off running for the nearest corridor as Cyborg helped the weary Dr. Connors up onto the teleporter pad.

The first couple of hallways that Spider-Man checked were completely empty. Nothing but vacant cells with their metal doors hanging wide open. He checked the next one, and the next one, each time starting to feel more and more hopeful that they might actually pull this off.

Then he got to a hallway that made him freeze in his tracks and his blood run cold.

The hallway was littered with the dead bodies of six security guards. The walls were painted red with their blood. Their faces had all been carved into ghastly grins, their lips fiendishly sliced away in an act of pure horrific cruelty.

"What in the name of God..." Spider-Man gasped. He threw his hand over his mouth in shock. He felt like he might throw up.

"Spider-Man... Spider-Man..." came a sing-song voice from the end of the hallway. "Does whatever a spider can..."

Spider-Man took a step back. His spider-sense was going crazy, but he didn't need it to tell him that whatever was at the end of the hallway was pure evil.

A figure emerged from the darkness. It was the disgustingly grotesque figure of the Joker-Carnage hybrid. His eyes were wild with an incomprehensible craving for death and destruction.

"Is he strong?" Joker-Carnage sang. "Listen, bud! He's got radioactive blood!"

Snake-like tendrils shot out from Joker-Carnage's finger tips. They tore into Spider-Man's chest and stomach, stabbing and slicing him over and over again. Spider-Man screamed and tried to rip the tendrils out of him, but they would just slip out of his grip and stab him again.

"Radioactive blood," Joker-Carnage repeated. "Now what do you suppose that tastes like? Let's find out." One of the tendrils slithered its way back to him and he took a long lingering lick, seductively running his tongue over the pointed tip and lapping up some of Spider-Man's blood. "Mmmmm... yummy. I think I'll have some more." He shot out a dozen more tendrils, each one stabbing Spider-Man again and again.

Spider-Man fell to his knees. He tried to swat the tendrils away, tried to yank them out, tried to punch and rip and tear them. It was no use. He was losing this battle. He was losing blood. He was losing consciousness.

The Joker-Carnage hybrid grabbed Spider-Man by the throat and lifted him up. He yanked off Spider-Man's mask, exposing the bruised and battered face of Peter Parker.

"If you've gotta go..." Joker-Carnage said. "Go with a smile."

One of the deadly tendrils slithered its way up Spider-Man's body. Joker-Carnage grinned with delight as the razor-sharp tip hovered just above Peter Parker's mouth, preparing to carve his lips away.

Peter blinked a few times. He looked over Joker-Carnage's shoulder.

"Hey," Peter said, leaning back and trying to pull his face away from the pointed tendril. "You might want to look behind you."

Joker-Carnage laughed. It was a disturbing sound, akin to fingernails on a chalkboard. "You're trying to get ME with the oldest joke in the book? Please!"

A gloved hand clamped down on Joker-Carnage's shoulder.

"Let's see who's laughing now," the Batman snarled.

Joker-Carnage whirled around only to be greeted by Batman's fist connecting sharply with his face. He released Peter who collapsed immediately to the floor.

"Batman!" Joker-Carnage exclaimed. "Funny meeting you here!"

Batman punched the grotesque Joker-Carnage hybrid again and again, gobs of dark red goop that may have been symbiote and may have been blood flying from his mouth each time Batman's fist connected. More tendrils shot out of Joker-Carnage's chest, slicing and dicing away at Batman's costume. The reinforced suit protected him from much of the damage, but every now and then a particularly sharp one would get in a good deep cut.

"How do we get that thing off of him?" Batman barked at Peter. Joker-Carnage tried to dig his fingers into Batman's eye sockets.

Peter groaned, fumbling around on the ground in search of his mask. He found it and put it back on. "Sound waves," he said, recalling the night in the old bell tower that he finally rid himself of the original black and white symbiote that ultimately became Venom. "We need something loud. That's the only thing I've found that could ever..."

He trailed off as he stared down the hall at the open arena. There were only a few inmates left making the final sprint for the teleporter pad. There was one in particular that Spider-Man recognized. He almost couldn't believe his eyes for a moment. It was the first time in a long time that anything had seemingly worked out perfectly.

"Canary!" Spider-Man shouted.

Dinah Lance, better known to the superhero community as Black Canary, stopped mid-run and turned around.

"Time to hit that high C!" Spider-Man yelled. He pointed at Joker-Carnage, who was about to take a vicious bite out of Batman's throat.

Black Canary smiled. She took a deep breath, then let out an ear-piercing sonic scream.

Joker-Carnage's eyes went wide. The symbiote ripped itself off of the Joker in an instant, pained to the very core of its alien fiber by the sound of Canary's ultrasonic cry. The symbiote slithered to the ground, then took off across the floor like a terrified dog trying to hide from a thunderstorm. It oozed its way down into a crack in between the wall and the floor and disappeared.

"No!" Joker screamed. "No!" He ran after the symbiote, his hands already shaking like a junkie in withdrawal. "Come back! Come back!"

Batman grabbed Spider-Man by the arm and helped him up.

"Nice work," Batman grunted.

"You too..." Spider-Man said. He was honestly quite confused. "So are you a good guy, or a bad guy, or what?"

"I'm Batman," Batman replied simply.

"Yeah, I got that much," Spider-Man said.

In the corner, Joker was furiously clawing at the floor, trying to find where the symbiote had gone. Still trembling, he kept begging and pleading for the symbiote to return to him.

So distracted was the Joker by the mere thought of merging with the symbiote again that he failed to notice another man sneaking up behind him.

The roar of the shotgun blast was deafening in the confines of the small corridor. The Joker's stomach ripped open and he was thrown back, blood splattering across the wall. His legs shook even though he could no longer feel them. He went into shock almost immediately.

The Punisher pumped the shotgun and the empty shell clinked to the floor. He took aim at Joker's head and prepared to fire again. He didn't get the chance. Batman overpowered him and ripped the gun from his hands, then broke it over his knee. Batman grabbed the Punisher and shoved his back against the wall.

"What the hell are you doing?!" Batman roared. "He was beaten!"

"You think he won't kill again?" Punisher snapped. "The only way to stop a maniac like that is to put him six feet under!"

Batman lost it. He began pummeling the Punisher in the face over and over again. Frank Castle's nose broke. His lip split open and began gushing blood. Still Batman did not stop hitting him. All he could see was a man with a gun. A man with a gun, just like the man who killed Thomas and Martha Wayne.

The Joker, convulsing in the corner as he bled out, began to giggle. The sight of Batman losing control was so amusing. His giggle grew into a chuckle. Then a laugh. Then a full blown fit of uncontrollable laughter.

With Batman momentarily distracted by the Joker's maniacal laughing fit, the Punisher carefully reached behind his back and grabbed the handgun out of his waistband. He swung it around and pointed it right at Batman's face.

The gun was snagged by a webline and flew out of the Punisher's hand. Spider-Man yanked the gun right to him, caught it, and then pointed it at Batman and Punisher.

"All right, STOP IT!" Spider-Man yelled. "I have a broken wrist, I've been shot, I've been cloned, I've been locked up, I've been beaten, I've been stabbed. On top of that my girlfriend broke up with me and moved out, I seriously do think I'm getting an ulcer, and I've had to go to the bathroom since before we left the freaking Ferry. If you two want to beat the crap out of each other, march your asses over to the teleporter and do it AFTER we're back on solid ground! Do I make myself clear?!"

Batman and Punisher just stared at him. Slowly, reluctantly, Batman released his grip on the Punisher. Punisher spat blood on the floor and rubbed his jaw. The two men glared at each other. Then, after a long moment, they began walking down the corridor toward the teleportation pad.

"That's better," Spider-Man said, lowering the gun. "Sheesh!"

Spider-Man walked over and grabbed the Joker by the collar. The insane clown was still laughing uncontrollably even has he held the gigantic wound in his stomach tightly to try to keep from bleeding out. Spider-Man dragged the cackling clown behind him and began walking for the teleporter as well.

When they got there, Iron Man had just stepped through the teleporter into the prison.

"Oh, good," Iron Man said. "I was just coming to get you guys. You have maybe two minutes left so we really need to move it. I was going to... ah..." He trailed off as he noticed Spider-Man holding a gun and dragging a bleeding Joker behind him. "Wait, what the hell happened in here?"

"Don't ask, Stark," Spider-Man replied. He looked down and realized that he was still carrying the gun. He threw it to the ground in disgust. He had never intended to shoot anyone, of course. But just the fact that he had even pointed it at anyone was a sign of how far he had been pushed.

Captain America was still waiting by the teleportation pad. He and Batman hauled the Joker up onto the pad, and then they and the Punisher were whisked away back to the Ferry.

"Come on, Parker," Iron Man said. "You're the last one left."

"Wait," Spider-Man said, shaking his head. "What about him?" They both looked up. High above their heads, Superman was still lifting the prison.

Iron Man didn't respond for a moment. Then, finally, he said, "You didn't think it all the way through, did you?"

"What do you mean?"

"Superman knew what he was doing when he volunteered for this role," Iron Man said. "What do you think would happen if he let go and went through the teleporter? The prison would drop. It would fall back to earth, which he's just been using every ounce of his strength to get it away from. Parker... Kent's gotta ride this to the very end."

"What?" Spider-Man couldn't believe what he was hearing. "You can't be serious!"

"That's the only way this works, kid," Iron Man said. "I'm sorry, I thought you knew."

Spider-Man shot a webline to the ceiling and quickly scrambled up it. He got to the very top and hung right next to Superman.

"Clark..." Spider-Man said. "What do you think you're doing?"

"What I said I would do," Superman replied. "I'm saving everyone." He had sweat dripping down his face. Spider-Man didn't even know Superman could sweat. He looked pale, as if he were close to passing out.

"You don't have to do this," Spider-Man said.

"Of course I do," Superman insisted.

"The world needs you!" Spider-Man cried. "The world needs Superman!"

"They need me right now," Superman said. "And I'm not about to let them down. You should go, Pete. There can't be much more than a few seconds left. There's no reason for both of us to stay. I've got this."

"Clark..." Spider-Man didn't know what to say. His friend was sacrificing himself to save everyone. And he was absolutely right; there was no other way.

"Go, Pete," Superman said again. "And... tell Oliver, he's got a promise to keep."

"What?"

"He'll understand."

"Oh. Okay."

Spider-Man slid down the webline. He landed next to the teleportation pad. He hesitated. He looked up at Superman again. He wished he could do something. Anything. But he couldn't. He could only leave his friend behind.

"Oh, and Pete..." Superman called down.

"Yeah?" Spider-Man yelled back.

"Chloe sends her love," he replied.

"Wait, what?" Spider-Man couldn't believe his ears. "Did you say Chloe? Did you talk to her?"

Iron Man grabbed Spider-Man's arm. "Let's go!" he cried.

"Wait!" Spider-Man yelled. "You talked to Chloe?! How? Wait!"

Iron Man dragged Spider-Man onto the teleportation pad. They were immediately whisked away back to the Ferry.

The inside of the Ferry was completely trashed. The unconscious bodies of dozens upon dozens of villains lay strewn about everywhere. Broken equipment was scattered all over the floor. Lights flickered on and off. There were giant holes in the walls and ceiling. Fights continued to rage on in every corner of the lab, every hallway, and even in the streets outside.

Spider-Man didn't care about any of it. He tried to climb back up onto the teleportation pad. Iron Man had to hold him back.

"It's over," Iron Man said. "There's nothing to go back to. It's-"

They saw the flash of light first, way up in the sky, miles above the earth. Then they heard the boom a few seconds later.

The prison had exploded.

They could hear the applause ringing out in the streets. He had done it. Superman had done it. He had saved everyone.

Spider-Man dropped to his knees. Then he buried his face in his hands and cried.


	30. Chapter Thirty

CHAPTER THIRTY

The Ferry was a shambles. Broken machinery and crushed computers were everywhere. Light fixtures hung haphazardly from the ceiling, sending the occasional shower of sparks down over everyone's heads. Entire walls had been knocked down. There was blood on the walls and floor. Heroes and villains alike lay unconscious all over the lab. Fights were still raging on in the hallways and in the streets outside, the sound of punches, kicks, and roars acting as ambient noise in the background.

And right in the center of it all, Spider-Man was on his knees with his head in his hands. Clark Kent, one of his best friends in all the world, had just sacrificed his life to save everyone in New York. Words could not begin to express the sorrow that he felt.

Green Lantern finally dissolved the force field he'd been generating around the primary computer consoles at the front of the lab. He slowly walked over to Spider-Man and put a hand on his shoulder.

"Hey," GL said. "He knew what he was doing, man."

Spider-Man shook his head. "We should have done more," he insisted, choking back tears. "There had to be something we could do. We shouldn't have just let him sacrifice himself."

Iron Man took his helmet completely off. "With all due respect, Spidey... we didn't have a whole lot of options. If there was another route we would have taken it."

Spider-Man shoved Green Lantern's hand off of his shoulder and stood up. He marched right past Tony Stark and over to the console. "Why are we just sitting around?" He started adjusting the controls. "He might still be alive out there! He is Superman after all right?"

"With how he looked when he walked in here, I'm surprised he made it across the room without keeling over," Stark said. "I don't know for sure that he could have survived that explosion in his condition. But, sure, even if he did... we have no way to get to him now. The teleportation equipment may still be functional on this end, but the other end just got blown to smithereens. There's no 'door' on the other side. We don't have any way to get to the Negative Zone."

"Then come up with one!" Spider-Man snapped, slamming his fist onto the console. "If it were one of us trapped out there, he'd be looking for a way to save us. I can guarantee you that."

"You're absolutely right," a voice spoke up. The voice belonged to Dr. Garner. He was standing in the doorway, gasping for breath and leaning against the wall for support.

"Dr. Garner!" Spider-Man exclaimed. He rushed to the doctor's side and helped him stand. "Are you okay?"

"I'm fine, Spider-Man... a bit winded, but otherwise all right. My concern right now is Kal-El. And I believe there is a way that we can get him back." He extended his hand, holding up the metallic Kryptonian cylinder. "Jor-El said that someone with great resolve could control the power of the Eradicator, rather than be controlled by it. Spider-Man... I believe that person is you."

"Me?" Spider-Man asked, surprised. "Why me?"

"I've watched the Justice League closely since you all first came together," Dr. Garner explained. "You stand shoulder to shoulder with gods, yet remain humble. The media portrays you as a menace, and you turn the other cheek. You face unspeakable horrors every day, but retain your sense of humor. You are brave in the face of danger. You take on great challenges even when the odds are stacked against you, and they often are. And right now, you are standing here, severely injured and on the brink of exhaustion. And yet your one concern is for your friend."

For once, Spider-Man was truly speechless. He had never had someone recognize him with such praise before in his life.

Dr. Garner extended the cylinder with one hand and the octagonal key with the other.

"Do you accept this great power, Spider-Man?" he asked.

"No, Dr. Garner," Spider-Man said. He carefully took the two objects from the doctor's hands. "I accept this great responsibility."

Spider-Man pressed the octagonal key into the recess on the end of the cylinder. The hieroglyphs engraved on the sides lit up and radiated an intense yellow light. Then the cylinder rose up out of Spider-Man's hands and floated in the air, the light growing brighter and brighter as the cylinder rose higher and higher.

The cylinder burst into a dozen metal fragments which immediately shot across the lab and embedded themselves into the main computer console. The screens flickered and went dark for a moment, then came back on filled with Kryptonian writing.

A bolt of energy shot out of the computer console and straight into Spider-Man's chest. He clenched his teeth and fought the urge to scream as his body seemed to catch on fire from the inside out. Every cell in his body was being super-charged. He remembered how it felt the day he first got his spider powers. The Eradicator was that times ten. The power threatened to drown him. He could barely think. He could barely breathe. He was quickly losing himself. He could feel his mind, his consciousness, being pushed down, shoved away, compartmentalized as the Eradicator took control of every function of his body and mind.

"I am the Eradicator. I am the creation of Jor-El of Krypton." He heard the words coming out of his own mouth, but it was not his voice. It was hollow and emotionless. "I am an artificial intelligence created to preserve the glory of our planet."

Tony Stark slowly raised his hands, palms out, the repulsor rays whining as they began to charge up and prepare to fire. He remembered all too well what the Eradicator had done last time, and he wasn't about to let it happen again. Green Arrow took a cue from Stark and quietly slipped an arrow into his bow. Wolverine popped his claws and Green Lantern raised his power ring. The other heroes waited and watched, preparing to spring into action at a moment's notice depending on what unfolded in these next few delicate seconds.

Spider-Man shook his head. He took a step back and held up his hand. "No," he said. "No... I am... I am..." What was his name again? He was losing it. His mind, his memories, were being washed away by the sea of information that the Eradicator brought with it. Zeros and ones danced in his head like the proverbial Christmas sugarplums. It was harder and harder for him to access the information that used to just come naturally.

He remembered a conversation that he and Clark had with Dr. Garner, back when this all began. About how Dr. Garner's memories had become jumbled with the Eradicator's, and the things he clung to were the memories that he knew for sure were his own. In the rush of Kryptonian information and data that flooded his mind, he looked for those memories.

His first trip to the science museum with Uncle Ben. Aunt May's homemade chocolate chip cookies. His upside-down kiss in the rain with Mary Jane Watson. Chloe Sullivan finding him and gently nursing him back to health after his first brutal fight with the Harry Osborn Green Goblin. Playing a game of super-powered hoops with Clark Kent in Smallville. The day he joined the Justice League.

"I'm... I'm Spider-Man," he said. The voice was his own. He stood tall, reclaiming control of his own body and mind. "I'm Spider-Man, and I'm going to drive, Eradicator. You can take a back seat."

Everything started to make sense. The Eradicator's power and knowledge were at his disposal. Everything looked different now. He saw everything in such perfect, crisp detail, and with an incredibly intricate knowledge of how everything worked.

Spider-Man walked over to the main console again. The details of how everything worked made complete intuitive sense. He looked at the teleportation pad. He nodded.

"Yes, I see. You're absolutely right, Stark. We've lost our door to the Negative Zone," he said. "So let's open a window instead."

Spider-Man reached up above his head. He closed his hands as if he were grabbing onto something. Then he pulled them apart, ripping a hole in the very air itself. A gleaming purple portal opened up above Spider-Man's head.

Without another word, Spider-Man lifted up off the ground and flew up through the portal.

Tony Stark looked around in utter disbelief. "Did everyone else just see that?" he asked in amazement. The other heroes around him all nodded, their eyes wide. "Okay, good," he said. "I think I need a drink."

Inside the Negative Zone. It was like nothing else Spider-Man had ever seen. It was like being inside some kind of abstract painting. Colors he'd never seen before. Shapes that could not exist according to the physics he'd studied in college. The air around him felt heavy, as if the atmosphere itself wanted to crush him to death. It was as if someone had turned the whole world inside out, smashed it, and scattered the remains.

He had to trust his senses. The spider sense he'd been given the day he became Spider-Man, and the new amazing array of senses that the Eradicator had given him. He looked and listened for any sign of Clark.

There. Somewhere far in the distance. Floating in midair as if doing the dead man's float in the middle of the ocean. Superman drifted through the wide open space of the Negative Zone, surrounded by chunks of debris that had once been the prison.

Spider-Man flew to him, cutting through the crushing atmosphere of the Negative Zone as if it were nothing. The rush of web-slinging had nothing on being able to truly fly.

He grabbed Superman's arm. He had a pulse. He was breathing. Superman was alive.

"Clark..." Spider-Man said. "You with me, buddy?"

Superman stirred. His eyes fluttered open. "Can you feel it?" Superman whispered.

"Feel what?" Spider-Man asked.

Superman's eyes closed again. He was unconscious.

"Clark?" Spider-Man tapped Superman's shoulder. He did not get a response.

Spider-Man threw his arm around Superman's waist. Then, in a burst of speed, he flew back toward the waiting portal he'd left behind. They zipped through the portal and back into the real world, crashing down onto the floor of the lab.

"He needs medical attention!" Spider-Man yelled.

"He needs sunlight," Dr. Garner said. He grabbed a piece of the cylinder that had been embedded in the main computer console. He yanked it out, then pulled off the octagonal key that was hidden underneath it.

The essence of the Eradicator was sucked out of Spider-Man instantly. The cylinder removed itself from the console and re-formed, trapping the glowing yellow essence of the Eradicator inside as it retained its original form.

"Well how come we just didn't do that last time?!" Stark exclaimed.

"You didn't understand how the device worked," Garner replied. "I do." He held the cylinder protectively. "Sorry, Spider-Man. You handled the Eradicator perfectly, but in time it may have overpowered you."

"No worries, Doc," Spider-Man said, although he immediately felt like he was coming down off the biggest sugar-high of his life. "What were you saying about sunlight?"

"The rays of the yellow sun will provide Kal-El with all the restoration that he needs," Garner said. "The sun will be up in just a few more hours. Until then, keep him safe and let him rest."

Superman's eyes fluttered open again for a moment.

"Did you feel it?" he asked again.

"Hey," Spider-Man said. "What are you talking about, buddy? Feel what?"

"There... there was something else..." Superman said. "Something else, on the other side of the Negative Zone."

"I knew it!" Stark said. "I knew there was something else out there. That had to be what threw off our calculations. What did you feel? Heat? A gravitational pull?"

"No..." Superman said as he drifted back into unconsciousness. "I felt... Evil."


	31. Chapter Thirty One

CHAPTER THIRTY ONE

A small private plane flew over the ocean, bound for Latveria. Victor Von Doom, the only passenger in the plane's small cabin, stared out the window in complete silence.

In the cockpit, the pilot was dead, slumped lifelessly over the control panel with a slit throat. The copilot whistled to himself as he adjusted his cap to cover the targeting insignia that was branded on his forehead. Bullseye had never flown a plane before. He wouldn't have to now, either. As soon as he killed the monarch and fulfilled his contract with Lex Luthor, he would be grabbing a parachute and making an abrupt exit from this flight. What happened to the plane after that was of no concern to him.

He casually pulled the ballpoint pen out of his shirt pocket. It was of a special design. One click of the pen and the razor-sharp tip would shoot out with the force of a bullet being fired from a handgun.

Bullseye cracked the cockpit door open an inch. Dr. Doom was still brooding, staring quietly out the window. A man covered head to toe in armor would generally prove to be a difficult target, even for Bullseye. However, there were three spots where Doom was vulnerable: one small opening for each eye and one for his mouth.

The pen point, fired at just the right angle, could enter through one of Doom's eyeholes, pierce his eyeball, and lodge in his brain and kill him. Bullseye smiled. It was not the most challenging shot he'd ever made. Not even close. But he certainly enjoyed anything that gave him the opportunity to be a little creative.

He stepped out of the cockpit. "Excuse me, Your Excellency," he said, trying his best to disguise his Irish accent.

Doom looked up. "You dare disturb Dr. Doom?" he said accusingly.

"My apologies, Your Lordship," Bullseye replied. He held up the pen. "I just need you to sign off on a slight change in our flight plan."

"What change?" Doom demanded.

"You're making an unexpected stop, sir," Bullseye replied.

He clicked the pen. The point shot out of the end, perfectly tearing through Doom's eyesocket and making a CLANG sound as it embedded in the back of the armor around his skull.

"At the gates of hell," Bullseye finished his thought, no longer making any effort to hide his accent. "Say hello to the devil for me, boy-o."

He nonchalantly put the pen back in his pocket and turned to go retrieve the parachute. He stopped, and turned his head to one side. He heard something. A repeated ticking sound. A ticking, followed by a beeping.

Bullseye turned around and stared at Dr. Doom. His head was tilted back and to the left. He was not moving.

Very slowly, very cautiously, Bullseye stepped toward Dr. Doom's unmoving body. The sound seemed to be coming from Doom's head. Behind his faceplate, to be precise. Bullseye reached out and delicately pulled off Dr. Doom's facemask.

What he found was not a human face, but rather circuitry and wires. And yes, it was definitely ticking and beeping.

"Congratulations!" It was Dr. Doom's voice, but he was not actually speaking. It seemed to be a recording of some sort that was triggered by Bullseye removing the mask. "You have succeeded in terminating one of my Doombots. Few have ever completed such a task. You have gotten closer to killing me than most ever dream of. Take the satisfaction of a job well done with you to your grave. This unit will now self-destruct."

"Oh, mother fu-" The curse would never leave Bullseye's mouth. The Doombot blew up, igniting the fuselage and causing the small private plane to explode high above the ocean.

Elsewhere. The old warehouse. John Allerdyce checked his phone again and shook his head in disbelief. He couldn't believe he'd actually come back here. Not after what he'd witnessed on the first "mission" of the Suicide Squad. He was certain the image of the Hulk crushing Parasite's skull would be burned into his mind for all time. He wasn't exactly eager to see what their next mission would entail. So maybe it was just morbid curiosity that brought him back. Maybe he just wanted to see who had actually survived the escapade at the Justice League's fortress. Or maybe just to see who else was as crazy as he was to actually willingly come back for more.

He walked inside. No Colonel Flag to rough him up this time. Interesting. No exploding collar, either. That was a relief. He had been going insane trying to figure out how to get the stupid thing off when, a few days after the battle at the fortress, it deactivated and popped off all on its own. He had to assume the same thing had happened to all of the others.

John walked into the next room. Apparently he wasn't the only glutton for punishment. Sabretooth, Kraven, Captain Cold, Solomon Grundy, Metallo, and Deadpool were all waiting inside as well. Captain Cold's eyes were visibly puffy and red behind his thick blue visor. Grundy was still missing the lower half of his jaw and seemed to have visibly decayed since their last outing. Metallo was re-powered now with a bigger chunk of glowing green kryptonite in his chest.

Deadpool gave John Allerdyce a half-wave, half-salute.

"The others, I'm not all that surprised about," John said. "But why did you come back, Deadpool?"

Deadpool shrugged. "I wasn't going to, but a bunch of people in the reviews said they wanted to see more of me. So here I am!"

"The reviews?" John asked, confused.

"You know. I told you, this is a fanfic," Deadpool explained. "It's being posted in weekly installments on a fanfiction website. And some of the readers were of the opinion that the story needed more Deadpool, and the author is trying to placate them by throwing me in again at the end. Of course, they also said they wanted to see me team up with the Joker. But that doesn't happen until 'Smallville/Spider-Man 7: Electric Boogaloo!'"

"You're insane."

"You are correct, sir."

"So, I don't get it," John said, looking around. "Where's Flag? Where's Waller? And what are we all doing back here?"

"The Suicide Squad," came a voice from the corner of the room. It was the same shadowy corner where Lex Luthor had stepped out and revealed himself the last time they'd all gathered here. But this voice most certainly did not belong to Lex Luthor. This was a rich baritone. "A bunch of criminals being given the opportunity for a clean slate by running clandestine missions for Uncle Sam. Not the worst idea I ever heard. Under the right leadership, it might actually be crazy enough to work."

The villains all gathered around and stared into the shadowy corner.

"Who the hell are you?" Metallo snapped.

A tall black man wearing an eye patch stepped forward and into the light.

"My name is Nick Fury," he said with an ominous grin. "But you can call me 'the right leadership.'"

Meanwhile. CADMUS Labs, just outside of Smallville, Kansas. Lex Luthor and Amanda Waller descended a large staircase, heading for the lab on the lower level of the building.

"All right, Lex. Out with it," Waller demanded. Lex looked at her quizzically. "By all accounts, your plans have failed. The Justice League managed to evacuate the prison before it exploded. Superman and the other heroes are still alive. And yet you're still grinning like the cat who swallowed the canary!"

Lex threw his head back and laughed. "That's because it was never about the Justice League, Mrs. Waller. If they'd died in the prison explosion that certainly would have been an added bonus, but that was never my real priority."

"Surely you can't mean the clones, then?" Waller said. "That program hardly worked out much better." They reached the bottom of the staircase and began walking down the hallway toward a security door.

"Did you know that when Thomas Edison invented the light bulb, his first 2,000 attempts ended in failure? 2,000 failed light bulbs!" Lex exclaimed. "And when a reporter asked Edison what it felt like to fail 2,000 times, do you know what he said? He replied, 'I didn't fail. Inventing the light bulb just happened to be a 2,000 step process.' Success, my dear Mrs. Waller, is measured by the end result, not how many steps it takes to get there."

Waller looked skeptical. "So what exactly is your end result?"

He was practically beaming with pride. "I've cloned Superman."

Waller laughed. "Are you serious? Is that really what this was all about? You wanted a clone of Superman to act as your own personal lapdog?"

"I was never much of a dog person," Lex replied. "No, the truth is, I want Superman for his body."

Waller was visibly taken aback. "Lex… I had no idea!"

Lex waved his hand dismissively. "Get your mind out of the gutter, Mrs. Waller. That's not what I meant."

He stopped as they reached the security door. He turned and looked at her. His face was suddenly very solemn and serious.

"I'm dying, Amanda," he said.

"What?" she gasped.

Lex held up his mechanical hand. "The radiation poisoning that took my hand. We amputated, but it wasn't soon enough. It had already spread to my bloodstream. I'm living on borrowed time. The doctors say I have a few months left at most."

Amanda Waller was in shock. "Lex. I'm so sorry. But what does this have to do with Superman?"

Lex smiled. "Spare parts. His Kryptonian physique doesn't get sick. Doesn't die. He's recharged by the golden rays of Earth's yellow sun, and as long as he avoids a certain shiny green rock, he's essentially immortal." He spread his arms dramatically. "I replace my dying and decaying organs with his, Mrs. Waller… not only will I cheat death, but I will become a veritable Superman myself."

"You're cloning Superman to harvest his internal organs!" Waller replied. "That's barbaric!"

"It's survival of the fittest. And I don't intend to perish so easily." He pressed the thumb of his left hand against the biometric reader next to the door.

The door to the lab slid open. Lex entered confidently. Amanda Waller, still somewhat in a state of shock after what she'd just learned, followed much more hesitantly.

Dr. Miles Warren rushed across the lab in a state of panic as soon as he saw Lex enter.

"Mr. Luthor, I can explain," he said, his hands shaking.

Lex stopped in his tracks. He clenched his teeth. "Well that's certainly not what I expected to hear, Dr. Warren," Lex said, exhaling slowly through his nose.

"Mr. Luthor, we had perfected the process, absolutely… we worked out all the kinks…" Dr. Warren's lip trembled. He looked as if he were about to cry. "But, we perfected it with humans. Kryptonian DNA is another matter entirely. We assumed too much that it would be similar to our own, that it would react to the cloning process the same way…"

Lex reached up and gently straightened Dr. Warren's tie.

"What exactly are you saying, Dr. Warren?" he asked, trying to retain his composure.

"Sir… the way Superman's DNA responded to the process… it… it's just… frankly sir, it's downright bizarre."

Lex tightened Dr. Warren's tie to the point that it began to choke him.

"Show me," Lex fumed, still grinding his teeth.

"Yes… Yes sir," Dr. Warren replied, awkwardly pulling his tie out of Lex's grip. He hurriedly led the way to the other side of the lab.

They came to an area of the lab that was blocked off by a curtain.

"I should warn you," Dr. Warren said, stepping in front of the curtain and holding his hands up. "What's behind this curtain is… well, rather disturbing to look at…"

Lex shoved Dr. Warren out of the way and ripped back the curtain. Behind it was another tank filled with blue liquid, just like the ones that had been in Level 33.1 at Lex-Stark International. Floating inside the tank was an inhuman creature that looked vaguely like Superman, but with pale white skin that seemed to have a rock-like texture. Lex closed his eyes and turned away in absolute disgust.

"What steps are we taking to correct this?" Lex said after a long pause, still not bringing himself to look directly at the monstrosity.

"Sir...?" Dr. Warren asked, confused.

Lex turned and stared at Dr. Warren. "What's next, Doctor?" Lex demanded. "Failure in this project is not an option!"

Dr. Warren looked mortified. "Sir, if you recall... we had to keep Spider-Man alive in case we needed to clone him again... so we could take another blood sample..."

Lex's eyes went wide.

"If we were to even try to make another attempt at cloning Superman... we'd need another sample of his DNA."

Lex snapped. He charged at Dr. Warren and slammed his back against the glass tank. He wrapped his left hand around Dr. Warren's throat and squeezed, choking him mercilessly. Dr. Warren kicked his feet and struggled to pry Lex's fingers off of his neck.

"Do you have... ANY... idea... what I had to go through to get you that sample, you treacherous jackal?!" Lex snarled. "All the planning that went into getting everything perfectly right? Do you honestly think I have the time and energy left to go through it all again?!"

Dr. Warren tried to pry Lex's fingers off of his windpipe. He managed to cough out something that sounded like "stop" and "please." Lex's face was mere inches from Dr. Warren's, staring him in the eyes as he watched the doctor suffer and squirm. He wanted to watch the life slowly fade from Dr. Warren's eyes.

At length, however, Lex released his death-grip on Dr. Warren and the doctor collapsed the ground, taking in huge gulps of precious air. His trachea felt like sandpaper but he didn't care. He was grateful for every sweet breath he was able to take. He shook with the horrible sensation of being so close to death still creeping through every fiber of his being.

Lex pointed at the creature in the tank. "Get this thing out of here," he said, repulsed. He started to storm out of the lab. Then he stopped. He looked more somber than Amanda Waller had ever seen him. "I've damned us all for nothing," Lex said with a horrified realization, his voice full of despair. "I've damned us all for absolutely nothing."

Waller took a few cautious steps toward Lex. She was terrified of him.

"Lex... what do you mean?" she asked tentatively. "What do you mean you've damned us all?"

"Do you have any idea what I had to do to get the Mother Box technology, Mrs. Waller?" he asked. He stared off into space. "I made a deal with the devil."

No one noticed the bizarre creature in the tank open its eyes.


	32. Chapter Thirty Two

CHAPTER THIRTY TWO

New York City. The roof of the Daily Bugle. Superman stood tall with his arms folded across his chest, his cape flapping behind him in the breeze. Next to him, Spider-Man was crouched down, perched on the edge of the roof with his arms wrapped around his knees. They stared out over the city as the sun shone down behind them. It was a gorgeous day without a cloud in the sky. The kind of beautiful day that made the horrific events of the past few months seem to fade away.

"And did you see when Ghost Rider stole Batman's motorcycle?" Spider-Man asked, in the middle of recounting some of the details of what had happened after Superman was rescued from the negative zone.

"No!" Superman replied.

"Dude! Ghost Rider goes over to Batman's bat-cycle or bat-pod or whatever he calls it, right? And he puts a hand on it, and suddenly the wheels turn into flame and it transforms into this insane looking bike from hell! And Ghost Rider just hops on it and rides off like he owns it! Batman was so pissed!"

They both burst out laughing.

"And did I hear that Bruce Banner is in control of the Hulk now?" Superman asked, actually sounding quite excited. "I've got to see that!"

"Yeah!" Spider-Man replied with equal enthusiasm. "J'onn even offered to turn him back to normal after the fight was over. He turned him down! Said he wanted to stay like that for awhile, do some good."

"That's fantastic," Superman said.

"Hey, how's Bart doing?" Spider-Man asked.

"He's doing quite well, actually," Superman said. "Tony Stark is paying for him to see some of the top spinal surgeons in the world. They are confident they will get him back on his feet. In the meantime, he's gotten quite fast in his wheelchair. He burned out the rubber on five sets of tires already."

"I talked to the X-Men. Beast is doing all right, too. He's been resting up in their infirmary and they say he's going to be just fine."

"That's good to hear," Superman nodded. "And what about you, Pete?"

"Me?"

"Yeah. You've been through a lot. How are you holding up?"

Spider-Man shrugged, as if the last person in the world he was worried about was himself. "I'll get by," he insisted. "Sure, some deranged clone ruined my reputation. But then again, thanks to old flat-top J. Jonah Jamison, my rep wasn't exactly sterling silver to begin with."

"And what happened to your clone?" Superman asked.

"Who knows?" Spider-Man pointed to the empty space on the horizon where the Lex-Stark International building once stood. "For all I know he was still in Lex's building when it collapsed." He paused, thinking mournfully of the Chloe clone. "I doubt anyone could have survived that."

"Hmmm." Superman did not seem so sure.

"Hey," Spider-Man said. "When we were in the prison, right before it blew up, you said you had talked to Chloe."

Superman nodded. "I did. I don't know what to attribute it to, to be honest. But I had some kind of out-of-body experience. I saw my dad, and I saw Chloe." He smiled. "She looked great, Pete. She looked happy. And she sends her love."

Spider-Man couldn't speak for a moment. He choked up and had to blink away a couple of watery eyes beneath his mask.

"That's terrific," he finally managed to say. "That's terrific."

"You know, with everything going on," Superman said, "I wish I would have just thought to ask her who killed her."

"Oh god," Spider-Man exclaimed. "It was Lex! Clark, oh my god, we haven't even had a chance to talk since then. It was Lex. He had a file on Chloe that had details about her death that no one could have known unless they were directly involved."

Superman clenched his fists. "Of course," he said, shaking his head. "I should have guessed it sooner."

"We have to find him," Spider-Man said angrily.

"We will," Superman nodded. "It's only a matter of time before Lex pokes his head up again. When he does, we'll be there." He relaxed a little. "But you know what, Pete? Honestly? I don't think Chloe even cared. Not that it's not important that we seek justice for her. It is. But, she wasn't hung up on her death. She only seemed concerned about us."

"That's exactly how she was in life. Why should she be any different now?" Spider-Man said, wistfully. He rested his chin on his knees.

They stared out at the city in silence for a long time.

"Have you talked to Mary Jane lately?" Superman asked.

Spider-Man sighed. "No," he said after a pause. "Not since she moved out. I just... I wouldn't know what to even say, ya know?"

"Who says you have to know what to say? Sometimes the best conversations happen when you go in without any expectations and just speak from the heart."

Spider-Man looked up at his friend. "Wow. That was pretty deep. You know, you're a lot smarter than people give you credit for."

"Thanks...?"

"Don't mention it," Spider-Man said. "Anyway, I just always thought everything would always work out with me and MJ. This might sound silly, but when we were younger I always thought of her as my Winnie Cooper."

Superman looked at Spider-Man in surprise.

"Sorry," Spider-Man continued. "I forgot. You never get my TV references. Winnie Cooper was from-"

"The Wonder Years," Superman replied. "And yes, I got that one. You're right, we didn't watch a whole lot of TV in my house growing up. But my parents loved The Wonder Years. It was the one show we would watch together as a family. So yes, I know who Winnie Cooper is." He thought about it for a moment. "But you know, Kevin and Winnie didn't wind up together in the end."

"They didn't?"

"No. In the last episode, they say what happened to everyone. And Kevin ends up married to someone else, and has a son. He and Winnie stay in touch and stay friends but they aren't together."

"Wow." Spider-Man was in shock. "Clark Kent just dropped a piece of TV trivia on me that I didn't know, about one of my favorite shows. I'm going to need a couple of minutes to process this!"

They both laughed again.

"So what happens now?" Spider-Man asked.

"What do you mean?" Superman replied.

"The Justice League," Spider-Man said. "Where do we go from here?"

"You were at the same White House press conference I was," Superman said. "All charges of treason against me have been dropped. My name is cleared, and that means the rest of the League is in the clear as well."

"I know that," Spider-Man said. "Although it was very telling that the White House press secretary gave the statement and not the president. How long do they think they can hide the fact that Lex is missing from the general public?"

"Not long," Superman said. "They'll do whatever damage control they can, but before long they will have to admit that the president deceived them and has gone into hiding."

"But anyway, that's not really what I meant," Spider-Man said. "I mean, should there even still be a Justice League after all this?"

"After the Triskelion incident, the Ultimates disbanded," Superman said. "That was the wrong move to make. We need more organization, not less. We need to work together as a unified whole, not every man for himself."

"What are you suggesting?"

"We expand the League."

"Okay. Who do you want to include?" Spider-Man asked.

"Everyone."

"What do you mean, everyone?"

"I mean everyone," Superman insisted. "Everyone who puts on a costume and fights for truth and justice. Whether they have powers like you and me, or whether they use technology like Iron Man, or whether they're just expertly trained like Green Arrow. If you're fighting to protect people and keep them safe, I want you working with us. Membership in the Justice League just went unlimited."

"Justice League. Unlimited," Spider-Man repeated. "I like that. So where do we start?"

Superman smiled. "I have an idea."

The next day. The California home of Tony Stark.

Clark Kent and Peter Parker walked into Tony Stark's basement workshop. They looked around in amazement at the various Iron Man armor prototypes that were in glass cases along the outer walls of the room.

"Clark! Peter! Come on in!" Tony exclaimed, waving them over. He was standing in front of a holographic workdeck, fiddling with a 3-D model of a new version of the Vision. "I was just tinkering with some upgrades for the old Vision. I never gave the poor guy a chance. Putting him in an environment like that without more battle-ready options. What was I thinking? Vision Mark II will be much more bad ass."

"I don't understand," Peter replied. "What will you need him for now? The prison is gone."

"You never know when you'll need eyes and ears in an unfriendly environment. Or just an extra set of hands on the battlefield," Tony reasoned. He walked over to a nearby wet bar and started fixing himself a martini. "Can I get you boys a drink?"

"Tony, it's 10:00 a.m.," Clark replied.

"That late already?" he glanced at his watch. "Well, 5:00 somewhere, am I right? Now what brings you boys out to my neck of the woods?"

"We're expanding the Justice League," Clark said. "I know you had previously turned us down. But in light of recent events, we were wondering if Iron Man would-"

"I'm in," Stark said before Clark could even finish his sentence. "Are you asking that bat guy to join, too?"

Peter looked at Clark. Clark nodded. He'd said everyone. He meant everyone.

"Yes," Clark said. "We plan on asking Batman."

"Excellent!" He raised his martini glass. "I want a team-up with him. Come on, 'Iron Man/Batman.' How cool would that be?" He took a sip of his drink. Then he started walking across his workshop, motioning for them to follow him. "Kent! I have something for you."

"For me?" Clark said, surprised.

"Yes. I was thinking of how I sent you off into battle against the Suicide Squad unprepared," Stark said, stealing another sip as he walked. "When I called you at the Planet that day and warned you that the Justice League headquarters was under attack, you flew off so fast that I couldn't properly warn you that Corben was there and you were going up against kryptonite. And then I thought, does it make any sense that the most powerful hero in the world is constantly being brought to his knees by some dumb green rock?"

They stopped in front of something that was covered by a large sheet.

"Okay...?" Clark said, hesitantly. "What's this?"

"Early Christmas present." Stark ripped the sheet away. Beneath it was a brand new suit of Iron Man armor, except instead of red and gold it was red and blue. On the chest, instead of an arc reactor, was the classic red and yellow S-shield. Stark knocked on the armor. "Lead-lined," he said. "Blocks those pesky kryptonite rays."

Peter laughed. "That's freaking awesome!"

Tony and Peter both looked at Clark expectantly.

"Well, what do you say?" Stark asked, proudly.

A very slow smile crept across Clark Kent's face.

"I'll think about it," he said with a very big grin.


	33. Epilogue

EPILOGUE

A beachfront resort along the Florida coast. A couple was checked in under the names Ben Reilly and Nellie Bly. A gentle breeze blew in through the open double-doors that led directly out to the beach, carrying with it the smell of the ocean and the rhythmic sound of the waves kissing the shore.

The young woman brushed a strand of her blonde hair back behind her ear. She snuggled closer to the man in bed next to her and nuzzled her nose against his ear.

"You still awake?" she whispered gently.

"Yes," he whispered back. He slid an arm around her and pulled her close.

"I thought maybe I tired you out," she giggled.

"It will take a lot more than that to wear me out," he replied, playfully.

"Oh, is that so?" she asked. She traced her index finger along his chest. "Well let's see what we can do about that..." She leaned in very close. Her lips hovered a mere inch above his. "You know what I think, 'Mister Reilly'?"

He stared at her soft, tempting lips.

"What's that, 'Miss Bly'?" he responded.

"I think... we need..." She leaned in even closer. Her mouth was so tantalizingly close to his that he could taste the warmth of her breath. "...more champagne."

She leapt out of bed, leaving her mate yearning for the kiss he had just been denied.

"Ohh, that is mean!" he said, getting up to chase after her.

She threw her head back and laughed, prancing across the room to the half-empty bottle of champagne that sat chilling in the bucket of ice next to the double-doors. She wore his t-shirt and nothing else, the shirt proving to be barely long enough on her petite frame to provide a modest covering. It left little to the imagination, but just enough.

She picked up the bottle and promptly filled two tall champagne glasses. He joined her beside the doors wearing only a pair of boxer shorts. He took one of the glasses and smiled at her.

"What should we drink to this time?" he asked.

She thought for a moment. There was a gorgeous sunset out on the horizon, painting the sky brilliant shades of orange and pink.

"Well, if it's up to me, I say we drink to you. My dashing rescuer," she said. "I'll never forget how it felt to wake up and find myself in your strong, safe arms, leaping out of an exploding building and swinging out over the city as it came crumbling down behind us. If it wasn't for your incredibly quick acting, I'd be dead… again! So, I say we drink to you." She raised an eyebrow. "Unless you have something better?" she challenged him.

"Hmmm." He thought for a moment. Then he gently took her hand in his. "How about... to a future of endless possibilities."

She smiled, her eyes squinting and nose crinkling as she did. She raised her glass. "I will most definitely drink to that. Cheers, my good sir!"

They clinked their glasses together. They each took a long, lingering sip of the bubbly champagne. The bubbles tickled her nose. She giggled again and innocently licked the sweet wet foam from her lips.

Then something else in the room caught the young lady's eye.

"Hot tub!" she cried. The large, heart-shaped tub in the corner of the room did look particularly inviting. She pressed the button on the wall and the water began to churn and bubble as the jets kicked on. "Care to join me?"

"I didn't bring a bathing suit..." he said.

She tilted her head to the side. "Even better," she said seductively.

He grinned wickedly and took another sip of champagne. Perfect. It was all so incredibly, unbelievably perfect. After all he had been through, he had finally gotten his happy ending. Complete bliss with the girl of his dreams.

The young lady topped off his champagne glass, finishing what was left of the bottle.

"I really mean it, you know," he said. "About a future of possibilities. No one will be looking for us. We can make whatever life we want together now."

She laughed. "What do you mean?" she asked. "No one will be looking for me, sure. Chloe Sullivan is supposed to be dead, after all. But don't you think people will notice if Peter Parker, not to mention Spider-Man, just vanishes from the Big Apple never to return?"

He paused. "Chloe..." he said slowly. "Oh, wow. I thought you knew. I didn't realize. Chloe, honey, I'm the clone."

She gasped. She stared at him, confused at first, taking a minute to understand. Then she shook her head and laughed. "The clone. Wow. No, I didn't realize that. I thought you were the real Peter Parker all this time."

"You sound disappointed!" he said.

"Well... I am!" she replied.

He laughed and put his hand over his heart, feigning injury. "Ouch!" he exclaimed.

"No, no, no! I didn't mean it like that!" she said quickly. "That's not it at all. It's just, the plan was that the real Peter Parker would rescue me. The thought was that if he managed to break free of his cell, the very first thing he would do was come to Chloe Sullivan's rescue."

"What do you mean, 'the plan'?" he asked, hesitantly.

"Lex didn't leave anything to chance," she explained, her tone slowly shifting. "The plan was that most of the heroes would die in the prison explosion. Lex would kill Superman himself. And me?"

She savagely smashed the champagne bottle against the doorframe, shattering it. Then she stabbed the jagged, razor-sharp edge straight into his stomach like a knife.

"I would kill Spider-Man," she said, calmly.

He gasped and staggered back, clutching at his stomach. His eyes were wide with shock, pain, and betrayal.

"Chloe…?" he choked out, confused.

"Wondering why your spider sense didn't warn you?" she taunted, thrusting the makeshift shiv deeper into his gut. "The champagne was laced with a chemical that neutralized your spider powers. I'll have to send Dr. Warren a postcard letting him know that it worked. Too bad it took so long though. I can't believe I actually had to sleep with you."

She twisted the bottle and the jagged edges tore his innards apart. He screamed, stepping back and slipping on the edge of the hot tub. He lost his footing and stumbled backwards, landing in the tub with a huge splash.

She leapt in after him, clutching the bottle and driving it deep into his abdomen. The water bubbling up from the jets quickly turned red.

"Why?" he gasped out, flailing around and trying to keep his head above water.

"Oh, please," she said, sounding annoyed. "What did you think? Lex Luthor actually let you walk away with me? That I was your reward for a job well done? Or that you actually outsmarted him and managed to take what was his? Wake up, stupid. I'm his last contingency plan, and I'm making sure that all his last lingering loose ends are tied up. And that includes you, darling."

She shoved his head under the water and held it there, keeping him firmly beneath the churning red bubbles as he flailed and struggled.

"Of course, since I was cloned from Chloe's dead DNA, I might only have a few days left to live before I start to waste away like Harry Osborn did," she said. "Which means I don't have much time left to get to New York City and kill the real Peter Parker."

She waited very patiently for him to stop struggling. After several long minutes the thrashing beneath the water finally subsided. Eventually the only motion in the heart-shaped tub was from the jets that continued to blow dark crimson bubbles up to the surface.

The young lady stepped out of the hot tub, carelessly tossing the broken and bloody champagne bottle to the floor beside her. She stopped and checked her hair in the mirror, teasing it a little to get back its trademark flip.

Then she walked out onto the beach, leaving behind red footprints in the sand.

Six months later. The Abu Kubais mountains in Saudi Arabia.

Dr. Curtis Knox pulled his backpack a little tighter as he continued to climb. He checked the coordinates one more time. He was very close now. He had to be. He'd been sure to follow the directions exactly.

Finally he saw it off in the distance, nestled back deep in one of the natural recesses of the mountain. A small dwelling made of black stone. The simple, modest domicile was not at all what he was expecting. It did not seem fitting for the man that it supposedly belonged to. Still, he knew that all was definitely not what it seemed when dealing with this particular individual.

Dr. Knox entered the small house. The inside was just as modest, with very little furniture and only a small stove as a source of heat. As soon as he entered he was greeted by two servants. They bowed to him silently, and without so much as a word took Dr. Knox's backpack and coat. One handed him a cup of tea, which he gratefully accepted.

A third servant stepped out from behind a curtain. "The master will see you now," the servant said. He motioned for Dr. Knox to follow him. He did so.

Dr. Knox stepped through the curtain and was amazed at what he saw. He found himself inside a giant, majestic temple that had been carved right into the face of the mountain itself. The humble stone hut was only there to mask the entrance to the ornate temple. Giant statues and pillars lined the wall. Great treasures from many lost civilizations were on display. Carvings and ancient texts proclaimed the works of the Society of Shadows.

A bearded man wearing a black tunic stepped forward, his hands folded behind his back. "Dr. Knox," he said in welcome. "I am glad you could make the journey, my old friend. It has been decades, has it not?"

"Ra's Al Ghul," Knox replied. "It's been nearly a century. And yes, I go by the name Dr. Curtis Knox these days, but there is no need for that charade here. You can call me by the name you know best."

"Very well then," Ra's replied. "Vandal Savage. Come. The others have already arrived."

"Others?"

Ra's did not elaborate. He quietly led Vandal Savage through the temple, behind an altar and down a staircase lit only by torches. They came to another room that was just as large and grandiose as the temple above. Savage wondered just how deep into the mountain they were at this point.

Another servant greeted them at the bottom of the staircase. Ra's nodded to him. The servant bowed and immediately ran off to retrieve the others that Ra's had spoken of.

Minutes later, Ra's Al Ghul and Vandal Savage were joined by three others: Dr. Doom, the armored monarch of Latveria. Erik Lensherr, better known as Magneto, the mutant master of magnetism. And the aptly named Red Skull, a monstrous fiend with a haunting red visage whose horrific acts dated back to World War II.

"Gentlemen," R'as said. "You have each made the long and arduous trip to be here and for that I thank you. I shall keep the introductions brief. I am he who is called Ra's Al Ghul. I represent the Society of Shadows."

"I know who you are," Doom replied. "You and your society nearly destroyed Gotham City a few years ago. You are believed to be dead."

"The Society has a habit of cheating death, Victor Von Doom," R'as replied.

"You're not the only one, R'as," Vandal Savage noted. "Is that really you, Herr Skull? I haven't seen you since 1944. You haven't aged a day."

"I could say the exact same for you, Vandal Savage," the Skull replied.

"You have all been selected because you each possess great secrets, great knowledge, and great power," Ra's explained.

"Then why are you here, Erik?" Doom scoffed at Magneto. "Didn't you lose your powers when the X-Men injected you with that weaponized mutant cure?"

"I'm flattered that you've followed my career so closely, Victor," Magneto retorted. "But your information is sadly out of date." He casually waved his hand as if shooing away a fly. Dr. Doom's metal armor began to shake violently. "The supposed 'cure' proved to only suppress mutant powers temporarily. I was back to full strength in a matter of months. And considering you're dressed in metal from head to toe, I'd recommend taking a more respectful tone when addressing me in the future."

"Enough!" Red Skull snapped. "I did not travel all this way to listen to you miscreants bicker with one another. Let us hear what Ra's has to say."

Magneto lowered his hand and Doom's armor ceased vibrating.

Ra's nodded. "Thank you, Herr Shmidt," he said, using the Skull's real name. "I have gathered you all here because there is an event coming. A catastrophic event being put into motion by forces that are not of this world. Very soon there will be an apocalypse that will threaten all life on earth."

There was surprised murmuring from the gathered men, but they allowed Ra's to continue.

"At this point I do not believe it is possible to prevent this event," Ra's stated. "What concerns me is what happens next. The opportunity to rebuild. To reshape the world in the aftermath of this worldwide catastrophe. Those who are left standing will have the unique opportunity to write the next pages in the book of human history."

He crossed the room as he spoke and took a large book from a dusty bookshelf. He laid the lofty tome on a nearby table and flipped it open to a certain page. On the page were sketches of what looked like six crystals or jewels.

"Have you ever heard of the Infinity Gems, gentlemen?" Ra's asked.

The Red Skull indicated that he had. The others seemed unfamiliar with them.

"Six gems, scattered across the globe," Ra's elaborated. "Each gem grants whomever wields it control over one of the following elements: Time, Space, Reality, Power, the Mind, or the Soul. If one to were possess all six at once, the gems can be assembled to form what is known as the Infinity Gauntlet. With the Gauntlet, one would attain god-like omnipotence and the ability to re-shape the world as he saw fit. I am proposing that we each take the responsibility of locating one of the gems."

"Six gems, yet only five of us?" Savage observed.

"Ah," Ra's said, stepping away from the book. "There is a sixth member of our secret society, my friend. He has chosen to wait until the right moment to reveal himself. I believe he will be joining us... now."

They all turned as one more individual made their way down the staircase as joined the group.

Lex Luthor looked extremely tired. Thin. Sickly. He was wearing a slimmer, sleeker design of his green and purple battlesuit. This one did not seem designed for combat. It seemed, even at first glance, that it was quite possibly the only thing keeping him alive.

Despite this, Dr. Doom showed absolutely no restraint in attacking him. "You!" he roared. He let loose a flurry of photon blasts from the gauntlets on his wrists.

Lex was barely able to raise his arms in time to generate his force field. The photon blasts hit the emerald-green force field and dissipated, but Lex was still knocked back nearly off his feet.

"You dare to think you can kill Dr. Doom?" Doom bellowed, charging straight at Lex. "That some low-rent hitman could actually assassinate me?"

Magneto once again raised his hand and froze Doom in place, immobilizing him by capturing his armor in a powerful magnetic field.

"Let us hear what Mister Luthor has to say, Victor," Magneto suggested.

"You lowly mutant!" Doom snapped, spitting out the word as if it were a vile epithet. "Unhand me this instant!"

"Let him go, Erik," Lex insisted, nodding to Magneto.

Erik Lensherr hesitated for a moment, but did release Doom from his magnetic hold. The monarch rushed at Lex again, ready to attack him.

"I'm sorry, Victor," Lex said. Dr. Doom stopped in his tracks a mere foot away from Lex Luthor. An apology was the last thing he'd expected to hear. "I truly am," Lex continued. "I tried to kill you in order to cover up my crimes and keep my presidency. That was obviously all for nothing. I'm dying. The crisis that Ra's Al Ghul spoke of is very real, and it's my fault. I want to make things right before I leave this earth. The Infinity Gauntlet may be our only way to ensure the survival of mankind."

There was something in his voice – sincerity mixed with desperation – that gave Dr. Doom serious pause, especially coming from someone like Lex Luthor. For once, the great Dr. Doom was speechless.

"Say we agree to your plans," Magneto spoke up. "Six gems. Six of us. We each retrieve one. Then what? We all decide together how to rebuild the earth?" He scoffed. "Somehow I doubt that we all have the same vision for the future." He looked at the Red Skull as he spoke. Vandal Savage wasn't the only one who remembered him. Erik knew that ghoulish face as well. He'd seen it once before, many years ago when he was but a young boy in a concentration camp. It had haunted his nightmares for years.

"Of course not, Mister Lensherr," Ra's insisted. "I'm sure that each of us would use the Gauntlet very differently. In fact, I fully expect that as we begin to locate the gems we will turn on one another. Indeed, we will most likely eventually kill each other. In the end however, one of us will be left standing over the ruins of the apocalypse with the Infinity Gauntlet and the ability to reshape the world as that individual sees fit. I expect that the man left standing will be me. I'm sure each of you feels the same about yourselves. In that case I say may the best man win." Ra's stepped forward and extended his hand to the group. "What say all of you?"

Lex Luthor did not hesitate. He stepped forward and extended a hand as well, placing it on top of Ra's Al Ghul's hand. "To the future of mankind."

Vandal Savage stepped forward and placed his hand on theirs. "The future of mankind," he repeated.

Magneto was the next to step forward, though a bit more hesitantly. He slowly extended his hand and placed it with the others. "To the future... of mutant kind," he stated. He looked at each of them, making it clear that he had different plans for the Gauntlet if he should be the one to obtain it. Ra's smiled, clearly reveling in the challenge.

The Red Skull sneered. He looked at the other men and shook his head. He stepped forward even more hesitantly than Magneto. He gritted his teeth and clenched his fists. The thought of working with these others, particularly with a mutant, disgusted him. But the power was too tempting. Very reluctantly, he did extend his hand and place it with the others. "May the best man win," he said flatly.

They all turned and looked expectantly at Dr. Doom. He had not moved since his confrontation with Lex Luthor a few moments ago. He stood with his arms folded across his chest, deep in thought.

Finally Doom turned away from the other men. "Bah!" he shouted, waving a hand dismissively. "Doom does not care for your globe-trotting contest and grand designs. I have no need of it. My hated enemies, Reed Richards and the rest of his pathetic Fantastic Four, are dead. Leave me to quietly rule Latveria and to hell with the rest of the world." Doom began to walk out of the room.

"The Fantastic Four are not dead," Lex called after him.

Dr. Doom stopped in his tracks. "What did you say?" he said, his voice ice cold.

"I said... The Fantastic Four are not dead."

Doom slowly turned around. Though his face was obscured by his metal mask, it was obvious he was seething with anger. "You lie!"

Lex shook his head. "No, Victor. They're not dead," he said, solemnly. "Though I have a feeling they wish they were."

Elsewhere. Another planet. A planet whose surface was covered with enormous pits of eternally raging flame that blackened the skies with clouds of ash. A planet whose citizens toiled in endless labor as they constructed yet another statue of their overlord, the demonic despot known as Darkseid.

Darkseid sat on his throne. His skin was gray and brittle like granite, and his eyes burned red like two embers set deep within his skull. He stared thoughtfully out over the hard-working laborers below as they sweated their lives away at meaningless tasks. Their work was not important, only that it crushed their spirits and kept them docile and obedient. In the sky above, a huge swirling portal cast an eerie purple glow over the surface of the planet. It was the portal to the negative zone that he kept open in preparation for their eventual invasion of the planet known as Earth.

Another man approached Darkseid, an individual as large and imposing as Darkseid himself. He was a citizen of Earth, but he was not considered human. He was a member of the race homo superior. A mutant. Some would say he was the first mutant.

"En Sabah Nur," Darkseid said in greeting. "Have you brought the demonstration that I require?"

"I have, great Darkseid," En Sabah Nur said, bowing respectfully. "I think you will be very pleased with the results. I give you the Four Horsemen of The Apocalypse."

En Sabah Nur stepped aside. Four figures slowly entered Darkseid's chamber. They staggered and lurched, their movements seeming inhuman and almost involuntary.

The first figure's limbs hung limp and listless, stretched thin like rubber. The features of his face seemed as if they'd melted away. His eyes were wide, unseeing, frozen in a state of undead horror. "I give you Death," En Sabah Nur said in introduction.

The second figure was a female. She seemed to shimmer in and out of sight at random, shifting in and out of invisibility against her will. Her blonde hair was ragged and ratty. Her formerly angelic face was twisted and violent, her lips drawn back in an evil grimace. "I give you Famine," En Sabah Nur said.

The third figure was a man on fire. The flames all over his body burned a very dark red and gave off a putrid black smoke. Blisters all over his body indicated a heat that had burned too hot for too long and finally begun to singe the flesh of the man who wielded them. "I give you Pestilence," En Sabah Nur stated.

The last figure was an enormous man whose body seemed to be made of rock. Huge spikes and spires of rocky hide protruded from his body. His face was contorted with rage. His massive hands reached out as if eager for destruction. "I give you War," En Sabah Nur said finally.

"You have done it!" Darkseid said, amazed. "You have found the solution to the anti-life equation."

"Indeed I have, great Darkseid," En Sabah Nur replied. "The equation will bend any man or woman to our will, transforming them into the willing instruments of our dark victory. These subjects that the human Lex Luthor provided to us are but the beginning. With the solution to the equation in our possession, nothing will stop us from our conquest of Earth."

"Then let it begin," Darkseid declared, rising from his throne as a terrifying grin spread across his stone-like face. "The Earth is about to experience the Age Of Apokolips."

To Be Continued In... SMALLVILLE/SPIDER-MAN 5: INFINITE


End file.
